Minutes of 19.02.2014 №193

MINUTES NO. 193

OF THE MEETING OF THE BOARD OF DIRECTORS


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

Monday, February 17, 2014, 5:00 p.m.

(Moscow time).

Minutes date:

February 19, 2014

Holding form:

absentee vote.

Place of vote count:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 individuals.

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,


S.V. Shishin.

According 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. On procurement policy of JSC RusHydro.
  2. On approval of transactions made by the Company.
  3. On early termination of powers and election of a new member to the Strategy Committee and Investments Committee of the Board of Directors of JSC RusHydro.
  4. On the Company’s Business Plan for 2014 - 2018.
  5. On approval of the Report on Execution of Key Performance Indicators of the Company in Q4 2013 and 2013.
  6. On approval of the Report on Implementation of projects in 2013, in accordance with the List of Non-Core Assets of the Company.
  7. On approval of the Company’s List of Non-Core Assets for 2014.
  8. On execution of Development Priorities in 2013.
  9. On execution of resolutions of the Board of Directors.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: On procurement policy of JSC RusHydro


Resolution:

Make the following amendments and supplements to the Regulation on Procurement of Products for the Needs of JSC RusHydro (hereinafter referred to as the "Regulation"), approved by the Board of Directors of JSC RusHydro (Minutes No. 139 dated December 2, 2011) as Amended and Supplemented (Minutes No. 143 dated January 20, 2012 and No. 158 dated August 10, 2012):


1. Section 2.1. "Management Bodies and Organizational Structure of Procurement Activities" of the Regulation shall be supplemented with new Clauses 2.1.4 and 2.1.5 in the following wording:

"2.1.4. The advisory body of the Company acts based on the Regulation on the Consultative Body, approved by the Management Board of the Company.


The advisory body of the Company:


  • Performs a public audit of the efficiency of procurements, particularly but not exclusively as related to the use of advanced process solutions;
  • Provides for control of efficient operation of a one-stop system regarding the adoption of innovative products and the results of research, design, experimental and process activities of small and medium-sized businesses;
  • Participates in the development and update of the Regulation on the Order and Rules for Adoption of Innovative Solutions;
  • Performs other functions, stipulated in this Regulation and in the Regulation on the Advisory Body.


The activities of the Company's Advisory Body shall be as transparent as possible."


"2.1.5. The composition of the Company's Advisory Body is determined and its Chairman appointed by the Chairman of the Company's Management Board.


The Chairman of the Company's Advisory Body is appointed to a position no lower than a member of the Company's Management Board, and the Advisory Body must include representatives of public organizations of entrepreneurs representing small and medium businesses, industry-specific research and educational establishments and process platforms."


Clauses 2.1.4. - 2.1.6. of the previous version of the Regulation shall be considered, respectively, Clauses 2.1.6. -2.1.8.


2. Clause 2.6.2. of Section 2.6. "Procurement in Electronic Form" of the Regulation shall be supplemented with a passage in the following wording:


"Provision is additionally made for an increase in the share of electronic procurement in the total annual volume of open competitive procurement:


  • By at least 40 % before December 31, 2014,
  • By at least 45 % before December 31, 2015,
  • By at least 50 % before December 31, 2016,
  • By at least 60 % before December 31, 2017,
  • By at least 70 % before December 31, 2018."

3. Section 6.3. "Requirements to Participants of Procurement process" of the Regulation shall be supplemented with new Clauses 6.3.7. and 6.3.8. in the following wording:


"6.3.7. The Customer may establish other requirements for small and medium-sized businesses, aimed at simplifying the participation of small and medium-sized businesses in the Customer's procurement."


"6.3.8. The Customer may set an evaluation criterion "Value of the product's life cycle or an object created as a result of work performance" according to methodology, approved by a local regulation of the Company."


Clauses 6.3.7. and 6.3.8. of the previous version of Regulation shall be considered, respectively, Clauses 6.3.9. and 6.3.10.


4. Section 7.2.5. "Security of Obligations" of the Regulation shall be supplemented with a new Clause 7.2.5.3.in the following wording:


"7.2.5.3. In relation to procedures, in which only small and medium-sized businesses are involved, the Customer shall provide an option for choosing terms of security between bank guarantee and cash security, as well as other terms of bid security. From the date procurement results are summarized, the Customer shall return the bid security within seven business days to all participants who are classed as small and medium businesses, except for participants who came first and second according to the procurement results. The Customer shall return the bid security to small and medium businesses, who ranked first and second based on the procurement results within 7 business days after signing the contract."


Clauses 7.2.5.3. and 7.2.5.4. of the previous version of Regulation shall be considered, respectively, Clauses 7.2.5.4. and 7.2.5.5.


Voting results:


"For" – 13 (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, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 2: Onapproval of transactions made by the Company:


2.1. On approval of the Property Lease Agreement between JSC RusHydro and JSC SO UPS, qualified as an interested party transaction.


Resolution:


  1. Determine that lease payment under the Property Lease Agreement between JSC RusHydro and JSC SO UPS and qualified as an interested party transaction, amounts to twenty-two thousand five hundred thirty-nine rubles (22,539.00) 00 kopecks, including VAT (18 %) - three thousand four hundred thirty-eight (3,438.16) rubles 16 kopecks.
  2. Approve the Commercial Property Lease Agreement, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:


Lessee – Open Joint-Stock Company System Operator of Unified Energy System


Lessor – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro


Subject of the Agreement:


The Lessor provides and the Lessee accepts for temporary ownership and use a part of service building No. 1, located on floor 2 of the paramilitary security services building at the address: 2 Moskovskoye Highway, bldg. No. 3, Zhigulevsk, Zhigulevsk City District, Samara Oblast.


Rental rates under the Agreement:


Monthly rental rate amounts to two thousand forty-nine (2,049.00) rubles 00 kopecks, including VAT (18 %) - three hundred twelve (312.56) rubles 56 kopecks. The total amount of rental payment for the whole duration of lease is twenty-two thousand five hundred thirty-nine (22,539.00) rubles 00 kopecks, including VAT (18 %) - three thousand four hundred thirty-eight (3,438.16) rubles 16 kopecks.


Term of the Agreement:


The Agreement becomes effective as of the date of signing hereof and remains valid until August 31, 2014, and in terms of payment obligations – until full discharge thereof. The Parties agreed that terms of the Agreement apply to relations between the Parties, established from October 1, 2013.


Voting results:


"For" – 11 (Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


The Agreement between JSC RusHydro and JSC SO UPS, is qualified as an interested party transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as B.I. Ayuev, member of the Board of Directors of JSC RusHydro, at the same time holds the position of Chairman of the Management Board of JSC SO UPS. Moreover, the Russian Federation, represented by the Federal Property Management Agency, is a shareholder of JSC RusHydro and JSC SO UPS, which owns more than 20 % of voting shares of the Companies.


In accordance with Paragraph 3 of Article 83 of the Federal Law On Joint-Stock Companies a decision on this item is approved by the Company's Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.


During vote counting in relation to this item the votes of B.I. Ayuev, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law On Joint-Stock Companies an interested party, and E.V. Dod, member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board of JSC RusHydro and is recognized according to Article 83 of the Federal Law On Joint-Stock Companies as a dependent director are not counted.


Resolution adopted.


2.2. On approval of the agreement, concluded between JSC RusHydro and JSC SO UPS, qualified as an interested party transaction.


Resolution:


1. Determine that the price (monetary evaluation) of services per calendar month under the Agreement for the Provision of Services Associated with Regulation of reactive capacity without electricity production using generating facilities (Volzhskaya HPP, Votkinskaya HPP, Zagorskaya Pumped Storage Plant, Kamskaya HPP, Ezminskaya HPP, Gizeldonskaya HPP) (hereinafter referred to as the "Agreement"), qualified as an interested party transaction,is calculated according to the formula:


, (the cost of services under the Agreement effectively rendered per calendar month is determined for each generating piece of equipment (hydrogenerator)).

where:


, rubles – operating expenses, stipulated by participation of generating equipment (hydrogenerator) in the service rendering for regulation of reactive power without generation of electric power using generating equipment, operating in synchronous condenser mode (hereinafter referred to as the "services for RRSC"), determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an annex to the Agreement.


, rubles – cost of power, bought by JSC RusHydro on the wholesale market of electric power and facilities for participation in the service rendering for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an annex to the Agreement;


PI – the profitability index of products (services), which is deemed equal to the discount rate of the Central Bank of the Russian Federation as of the moment of conclusion of the Agreement, and is expressed as a decimal number.

Moreover, value added tax is paid, calculated in accordance with effective legislation.


The price (monetary value) of services under the Agreement must not exceed two hundred million (200,000,000) rubles, inclusive of VAT, (two (2) percent of the book value of assets of JSC RusHydro as of the last reporting date).


2. Approve the Agreement for the Provision of Services Associated with Regulation of Reactive Power without Generation of Electric Power, concluded between JSC RusHydro and JSC SO UPS, qualified as an interested party transaction, on the following material terms:


Parties to the Agreement:


Contractor – JSC RusHydro;

Customer – JSC SO UPS.


Subject of the Agreement:


The Contractor shall render services for the regulation of reactive capacity without electricity production using the generating equipment of the Volzhskaya HPP, Votkinskaya HPP, Zagorskaya Pumped Storage Plant, Kamskaya HPP, Ezminskaya HPP, Gizeldonskaya HPP, operating in synchronous condenser mode, on which electric power is not generated during the period of service rendering, according to the procedure and terms, established by the Agreement and regulations of the Russian Federation, and the Customer shall pay for the rendered services for RRSC in the amount and according to the procedure and time periods, as stipulated in the terms of the Agreement.


Period of service rendering:


Start of performance of obligations under the Agreement, related to service rendering for RRSC, by JSC RusHydro – 00 hours of January 1, 2014.


End of performance of obligations under the Agreement, related to service rendering for RRSC – 00 hours of December 31, 2014.


Period of service rendering for RRSC – period of time, during which generating equipment of JSC RusHydro shall work in synchronous condenser mode in accordance with control instructions of JSC SO UES.


Cost of Services:


The cost of services under the Agreement, actually rendered per calendar month, is calculated according to the formula:


, (the cost of services under the Agreement, effectively rendered per calendar month, is determined for each generating piece of equipment (hydrogenerator)).

where:


, rubles – operational expenses, caused by participation of generating equipment (hydrogenerator) in rendering services for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an annex to the Agreement;


, rubles – cost of power, bought by JSC RusHydro on the wholesale market of electric power and facilities for participation in the service rendering for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an annex to the Agreement;


PI – the profitability index of products (services), which is deemed equal to the discount rate of the Central Bank of the Russian Federation as of the moment of conclusion of the Agreement, and is expressed as a decimal number.

Moreover, value added tax is paid, calculated in accordance with effective legislation.


Price (monetary value) of services under the Agreement must not exceedtwo hundred million (200,000,000) rubles, inclusive of VAT, (two (2) % of the book value of assets of JSC RusHydro as of the last reporting date).


Duration of the Agreement:


the Agreement enters into force upon its signature and remains in effect until the Parties have performed their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from January 1, 2014.


Voting results:


"For" – 11 (Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


The Agreement between JSC RusHydro and JSC SO UPS, qualified as an interested party transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as B.I. Ayuev, member of the Board of Directors of JSC RusHydro, at the same time holds the position of Chairman of the Management Board of JSC SO UPS. Moreover, the Russian Federation, represented by the Federal Property Management Agency, is a shareholder of JSC RusHydro and JSC SO UPS, which owns more than 20 % of voting shares of the Companies.


In accordance with Paragraph 3 of Article 83 of the Federal Law On Joint-Stock Companies a decision on this item is adopted by the Company's Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.


During vote counting in relation to this item the votes of B.I. Ayuev, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law On Joint-Stock Companies an interested party, and E.V. Dod, member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board of JSC RusHydro and is recognized according to Article 83 of the Federal Law On Joint-Stock Companies as a dependent director are not counted.


Resolution adopted.


Item No. 3: On early termination of powers and election of a new member to the Strategy Committee and Investments Committee of the Board of Directors of JSC RusHydro.


Resolution:


1. Terminate powers of Mariya Gennadyevna Tikhonova, member of the Strategy Committee and Investments Committee of the Board of Directors, before termination of her period of office.


2. Elect Pavel Nikolayevich Snikkars, Director of the Department of Electric Power Industry Development at the Ministry of Energy of Russia, as member of the Strategy Committee and Investments Committee of the Board of Directors.


Voting results:


"For" – 13 (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, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 4: On the Business Plan of the Company for 2014 - 2018.


It is resolved to:


  1. Approve the business plan of the Company for 2014, including the Investment Program of JSC RusHydro for 2014 (Annex No. 1 to the Minutes).
  2. Approve annual and quarterly key performance indicators (KPIs) of the Company for 2014 (Annex No. 2 to the Company business plan for 2014 - 2018).
  3. Approve quarterly funding plans and implementation of capital investments for 2014 (annexes No. 4, 4a to the Company business plan for 2014-2018).
  4. Approve the Company's business plan for 2015-2018, including the Investment Program of JSC RusHydro for 2015-2018 (Annex No. 1 to the Minutes).

Voting results:


"For" – 11 (Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin,S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 2 (B.I. Ayuev, D.S. Morozov).


Resolution adopted.


Item No. 5: On approval of the Report on Execution of Key Performance Indicators of the Company in Q4 2013 and 2013.


Resolution:


Approve the Report on Execution of Key Performance Indicators of JSC RusHydro in Q4 2013 and 2013 (annexes No. 2 and 3 to the Minutes).


Voting results:


"For" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, V.V. Pivovarov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 3 (M.S. Bystrov, D.S. Morozov, M.I. Poluboyarinov).


Resolution adopted.


Item No. 6: On approval of the Report on Implementation of projects in 2013 in accordance with the List of Non-Core Assets of the Company.


Resolution:


Approve the Report on Implementation of projects in 2013, in accordance with the List of Non-Core Assets of the Company Annex No. 4 to the Minutes).


Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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, S.V. Shishin).

"Against" – 0.

"Abstained" – 1 (M.S. Bystrov).


Resolution adopted.


Item No. 7: On approval of the Company’s List of Non-Core Assets for 2014.


Resolution:

  1. Approve the new version of the Company's List of Non-Core Assets (Annex No. 5 to the Minutes).
  2. Commission the Management Board of the Company to submit the Report on Implementation of Measures in 2013, approved by the Non-Core Assets Register of the Company, for consideration of the Company's Board of Directors on or before February 27, 2015.

Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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, S.V. Shishin).

"Against" – 0.

"Abstained" – 1 (M.S. Bystrov).


Resolution adopted.


Item No. 8: On execution of the Company’s Development Priorities in 2013.


Resolution:


Approve the Report on Execution of the Company’s Development Priorities of JSC RusHydro in 2013 (Annex No. 6 to the Minutes).


Voting results:


"For" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, V.V. Pivovarov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 3 (M.S. Bystrov, D.S. Morozov, M.I. Poluboyarinov).


Resolution adopted.


The special opinion of M.I. Poluboyarinov regarding item No. 8 is attached.


Item No. 9:On execution of commissions of the Board of Directors of JSC RusHydro.


Resolution:


9.1. Take note of information on progress of execution of assignment of the Board of Directors of JSC RusHydro (Minutes No. 184 dated July 15, 2013).


Move the date of consideration of item: "On approval of the Report on Execution of Calendar Plans of Commissioning Investment Program Items and the Report on Performance of Technical and Price Audit of Investment Projects, containing the results of summary analysis of performed audits and conclusions on the results of public and expert discussion" from February 2014 to March 28, 2014.


Voting results:


"For" – 13 (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, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Resolution:


9.2. Move consideration of Concept of scientific and technical complex reform at the Board of Directors meeting to June 2014.


Voting results:


"For" – 13 (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, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Chairman

of the Board of Directors        M.I. Poluboyarinov

Corporate Secretary              М.V. Zavalko

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