Minutes of 15.07.2013 №184

MINUTES NO. 184

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and Time of the Meeting of the Board of Directors (date and time of summarizing voting results):

July 15, 2013, 6:00 p.m.

(Moscow Time)

Date of Execution of the Minutes:

July 15, 2013

Form of the Meeting:

Absentee voting

Venue of summarizing voting results:

7, Malaya Dmitrovka St., Moscow

RusHydro JSC

Number of elected members of the Board of Directors:

13 members

Members of the Board of Directors

who participated in the meeting:



B. I. Ayuev,


Dr. K. A. Berndt

A. E. Bugrov

M. S. Bystrov

V. I. Danilov-Danilyan,


E. V. Dod,

V. M. Zimin,

S. N. Ivanov


D. S. Morozov


V. V. Pivovarov

M. I. Poluboyarinov,


V. M. Stolyarenko.

Pursuant to the Federal Law “On Joint-Stock Companies” and the Company’s Articles of Association, the quorum for the Meeting of the Board of Directors is present.


AGENDA OF THE MEETING:
  1. Election of the Chairman of the Company’s Board of Directors.
  2. Election of the Deputy Chairman of the Company’s Board of Directors.
  3. Formation of the Committees under the Company’s Board of Directors.
  4. Participation and Termination of Participation of the Company in the Other Organizations.
  5. Company’s Priority Areas.
  6. Approval of the Action Plan of the Company’s Board of Directors for the 2nd half of 2013.


VOTING RESULTS ON AGENDA ITEMS:


Item 1: Election of the Chairman of the Company’s Board of Directors


Resolution:

To elect Mikhail Igorevich Poluboyarinov as the Chairman of RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.



Item 2: Election of the Deputy Chairman of the Company’s Board of Directors


Resolution:

To elect Viktor Ivanovich Danilov-Danilyan as the Deputy Chairman of RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.



Item 3: Formation of Committees under the Company’s Board of Directors:


3.1. Formation of the Audit Committee under the Company’s Board of Directors


Resolution:

1. To determine the size of the Audit Committee under the Board of Directors: 3 persons.

2. To elect the following persons as members of the Audit Committee under RusHydro JSC Board of Directors:


1.

Viktor Ivanovich

Danilov-Danilyan

- Member of RusHydro JSC Board of Directors

Non-Executive Director

2.

Dr. Christian Andreas Berndt

- Member of RusHydro JSC Board of Directors

Non-Executive Director

3.

Sergey Nikolaevich Ivanov

- Member of RusHydro JSC Board of Directors

Non-Executive Director

3. To elect Viktor Ivanovich Danilov-Danilyan as the Chairman of the Audit Committee under RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.


3.2. Organization of the Staff and Remuneration Committee under the Company’s Board of Directors


Resolution:

1. To elect the following persons as members of the Staff and Remuneration Committee under RusHydro JSC Board of Directors:


1.

Viktor Ivanovich

Danilov-Danilyan

- Member of RusHydro JSC Board of DirectorsNon-Executive Director

2.

Andrey Evgenievich Bugrov

- Member of RusHydro JSC Board of Directors Non-Executive Director

3.

Sergey Nikolaevich Ivanov

- Member of RusHydro JSC Board of Directors Non-Executive Director

2. To elect Viktor Ivanovich Danilov-Danilyan as the Chairman of the Staff and Remuneration Committee under RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.


3.3. Organization of the Reliability, Energy Efficiency and Innovation Committee under the Company’s Board of Directors


Resolution:

1. To determine the size of the Reliability, Energy Efficiency and Innovation Committee under the Board of Directors: 12 persons.

2. To elect the following persons as members of the Reliability, Energy Efficiency and Innovation Committee under the Company’s Board of Directors:


1.

Rakhmetulla Shamshievich Alzhanov

Deputy Chairman of the Board

- Chief Engineer of RusHydro JSC

2.

Evgeny Nikolaevich Bellendir

Research Director of RusHydro JSC

3.

Boris Borisovich Bogush

Member of the Board of RusHydro JSC

4.

Mikhail Vasilyevich Bolgov

Acting Deputy Director General of the Water Problem Institute of the Russian Academy of Sciences

5.

Maxim Sergeevich Bystrov

Member of RusHydro JSC Board of Directors

6.

Eduard Petrovich Volkov

CEO of ENIN JSC

7.

Sergey Modestovich Voskresensky

Member of the Board of RusHydro JSC

8.

Viktor Vasilyevich Kudryavyi

Presidential Advisor of EUROCEMENT Group CJSC

9.

Sergey Nikolaevich Ivanov

Member of RusHydro JSC Board of Directors

10.

Sergey Anatolyevich Pavlushko

Member of the Board of Directors, UES Mode Control Director – Head Dispatcher of SO UES JSC

11.

George Ilyich Rizhinashvili

Deputy Chairman of RusHydro JSC Board of Directors

12.

Rasim Magsumovich Khaziakhmetov

Engineering and Development Director of RusHydro JSC

3. To elect Viktor Vasilyevich Kudryavyi as the Chairman of the Reliability, Energy Efficiency and Innovation Committee under RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.


3.4. Organization of the Committee on Strategy under the Company’s Board of Directors


Resolution:

1. To determine the size of the Committee on Strategy under the Board of Directors: 9 persons.

2. To elect the following persons as members of the Committee on Strategy under the Company’s Board of Directors:


1.

Alexander Alexandrovich Auzan

Acting Dean of the Economical Department of the Moscow State University

2.

Evgeny Evgenievich Gorev

Member of the Board of RusHydro JSC

3.

Viktor Ivanovich Danilov-Danilyan

Member of RusHydro JSC Board of Directors

4.

Andrey Borisovich Malyshev

CEO of E4 Group JSC

5.

Mikhail Alekseevich Mantrov

Deputy Chairman of RusHydro JSC Board of Directors

6.

Valentin Efimovich Mezhevich

Member of the Council of Federation of the RF Federal Assembly

7.

Vyacheslav Viktorovich Pivovarov

Member of RusHydro JSC Board of Directors

8.

George Ilyich Rizhinashvili

Deputy Chairman of RusHydro JSC Board of Directors

9.

Nikolay Grigorievich Shulginov

First Deputy of the Chairman of the Board of SO UES JSC

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


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.

3.5. Organization of the Investment Committee under the Company’s Board of Directors


Resolution:

1. To determine the size of the Investment Committee under the Board of Directors: 10 persons.

2. To elect the following persons as members of the Investment Committee under the Company’s Board of Directors:


1.

Boris Borisovich Bogush

Member of the Board of RusHydro JSC

2.

Andrey Evgenyevich Bugrov

Member of RusHydro JSC Board of Directors

3.

Maxim Sergeevich Bystrov

Member of RusHydro JSC Board of Directors

4.

Viktor Ivanovich Danilov-Danilyan

Member of RusHydro JSC Board of Directors

5.

Viktor Mikhailovich Zimin

Member of RusHydro JSC Board of Directors

6.

Sergey Nikolaevich Ivanov

Member of RusHydro JSC Board of Directors

7.

Alexander Vladimirovich Ilyenko

Member of the Board of Directors, UES Development Management Director of SO UES JSC

8.

Sergey Anatolyevich Kirov

Director of Economics of RusHydro JSC

9.

Mikhail Alekseevich Mantrov

Deputy Chairman of RusHydro JSC Board of Directors

10.

George Ilyich Rizhinashvili

Deputy Chairman of RusHydro JSC Board of Directors

3. To elect Maxim Sergeevich Bystrov as the Chairman of the Investment Committee under RusHydro JSC Board of Directors.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.



Item 4: Participation and Termination of Participation of RusHydro JSC in the Other Organizations.


4.1. Termination of participation of RusHydro JSC in Trest Hydromontazh JSC


Resolution:

1. To approve termination of participation of RusHydro JSC in Trest Hydromontazh JSC.

2. To determine the following terms of transfer of stock of shares of Trest Hydromontazh JSC to RusHydro JSC.

The way of termination of participation: Transfer into the ownership of TEK Mosenergo JSC.

Quantity of the transferred shares: 97,341,002 ordinary shares and 29,712,027 preferred shares of Trest Hydromontazh JSC.

Price of the transferred shares:1,663,174,970 rubles 82.16 kop. in case transfer price of one ordinary share and one preferred share is RUB 13.0904 per share.

Settlement procedure:Cash assets.

Ownership interest of RusHydro JSC in the authorized capital of Trest Hydromontazh JSC prior to the transfer of shares is 33.54 % of the authorized capital.

Ownership interest of RusHydro JSC in the authorized capital of Trest Hydromontazh JSC after the transfer of shares is 0 % of the authorized capital.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.



Item 5:The Company’s priority areas:


5.1. On Conducting Public Process and Price Audit of the Investment Projects of the Company and its S&A.


Resolution:

To request the Chairman of the Company’s Board of Directors E.V. Dod to:

1. By November 15, 2013, conduct public process and price audit of the following investment projects:

1. Kankun Hydropower Plant.

2. Ussuriysk Combined Heat and Power Station.

3. Lenigrad Pumped-Storage Hydro Station.

The following requirements should be particularly taken into account when selecting the companies for the process and price audit:

- At least 7 years of experience in conducting the process and price audit, including with regard to at least 5 investment project of 8 bn rubles and more each.

- Mandatory participation of at least 5 experts with specialized qualifications and at least 5 years of experience in respective area in provision of services.

2. To provide public and expert discussion of implementation and results of the process and price audit of the aforesaid projects with the Expert Board under the Government of the Russian Federation and by way of posting the discussion results on the website of RusHydro JSC.

3. By November 15, 2013, in cooperation with the Expert Board under the Government of the Russian Federation to develop and propose for consideration of the Company's Board of Directors the Regulations on Conducting Mandatory Process and Price Audit of the Investment Projects of the Company and its S&A with the cost estimate of 1.5 bn rubles and more, during all stages of the project implementation (preparation, design, implementation (including stage-by-stage), commissioning and operation). The Regulations should also determine the procedure of public and expert discussing of the preparation, implementation and results of the process and price audit. Application of the Regulations with regard to the Company and its S&A beginning from 2014.

4. To report to the Company’s Board of Directors about the results of performance of items 1 and 2 of this resolution having sent information on the work performed to the Government of the Russian Federation by December 1, 2013.

5. Beginning from 2014, on an annual basis, by April 5, to present a report concerning execution of commissioning plans of the investment project facilities during the last year to the Government of the Russian Federation, as well as a report on conducting process and price audit of the Company’s investment projects containing the results of the summary analysis of the audits and conclusions with regard to the results of the public and expert discussion.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.



Item 6:Approval of the Action Plan of RusHydro JSC Board of Directors for the 2nd half of 2013


Resolution:

1. To approve Action Plan of RusHydro JSC Board of Directors for the 2nd half of 2013 (Annex 1 to the Minutes).

2. To request the Chairman of the Company’s Board of Directors E. V. Dod to propose for consideration of the Board of Directors an issue of approval of the action plan of the Board of Directors for the 1st half of 2014 by December 31, 2013.


Voting Results:

“For”: 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko).

“Against” – none.

“Abstained” – none.


The resolution was passed.





Chairman of the Board of Directors                   M. I. Poluboyarinov

Corporate Secretary                                       M. M. Lukyanova

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