Minutes of 08.08.2014 №202

MINUTES No. 202

OF THE MEETING OF THE BOARD OF DIRECTORS


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

August 8, 2014, 16 hours 00 minutes

(Krasnoyarsk Time)

Minutes date:

August 11, 2014

Form of the Meeting:

Voting in absentia

Place of the vote count:

7 Malaya Dmitrovka Street, Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who attended the Meeting:



B.I. Ayuev


V.I. Danilov-Danilyan


E.V. Dod


V.M. Zimin

V.M. Kravchenko


D.S. Morozov


V.V. Pivovarov

M.I. Poluboyarinov


S.V. Shishin

A.N. Shishkin




According to the Federal Law “On Joint-Stock Companies” and the Company's Charter, the quorum for the Meeting of the Board of Directors is present.



AGENDA OF THE MEETING

1. On election of the Chairman of the Company’s Board of Directors.

2. On election of Deputy Chairman of the Company’s Board of Directors.

3. On formation of Committees of the Company’s Board of Directors.

4. On review of the Report on Execution of the Annual Complex Procurement Program of JSC RusHydro for the first quarter of 2014.

5. On execution of resolutions of the Board of Directors of JSC RusHydro.

6. On approval of the Working Plan of the Board of Directors of JSC RusHydro for the second half of 2014.

7. On introduction of amendments and additions to Company’s Charitable and Sponsor activities Plan for 2014.



RESULTS OF VOTING ON THE AGENDA ITEMS



Item No. 1: On election of the Chairman of the Company’s Board of Directors.



Resolution:

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



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



Item No. 2: On election of Deputy Chairman of the Company’s Board of Directors.



Resolution:

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



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



Item No. 3: On formation of Committees of the Company’s Board of Directors:

3.1. On formation of Audit Committee of the Company’s Board of Directors.



Resolution:

1. Determine the number of members of Audit Committee of the Board of Directors – 3 individuals.

2. Elect the following members to Audit Committee of the Board of Directors of JSC RusHydro:

1.

Eduard Petrovich Volkov

- Member of the Board of Directors of JSC RusHydro,

Independent Director;

2.

Viktor Ivanovich

Danilov-Danilyan

- Member of the Board of Directors of JSC RusHydro,

Independent Director;

3.

Andrey Nikolaevich Shishkin

- Member of the Board of Directors of JSC RusHydro,

Independent Director.


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



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



3.2. On formation of the Human Resources and Remuneration Committee of the Company’s Board of Directors.



Resolution:

1. Elect the following members to the Human Resources and Remuneration Committee of the Board of Directors of JSC RusHydro:

1.

Eduard Petrovich Volkov

- Member of the Board of Directors of JSC RusHydro,

Independent Director;

2.

Viktor Ivanovich

Danilov-Danilyan

- Member of the Board of Directors of JSC RusHydro,

Independent Director;

3.

Andrey Nikolaevich Shishkin

- Member of the Board of Directors of JSC RusHydro,

Independent Director.


2. Elect Viktor Ivanovich Danilov-Danilyan as Chairman of the Human Resources and Remuneration Committee of the Board of Directors of JSC RusHydro.



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



3.3. On formation of the Reliability, Energy Efficiency and Innovations Committee of the Company’s Board of Directors.



Resolution:

1. Determine the number of members of the Reliability, Energy Efficiency and Innovations Committee of the Board of Directors – 12 individuals.

2. Elect the following members to the Reliability, Energy Efficiency and Innovations Committee of the Company’s Board of Directors:

1.

Boris Borisovich Bogush

Member of the Management Board – Chief Engineer of JSC RusHydro

2.

Mikhail Vasilyevich Bolgov

Acting Deputy CEO of the Water Problems Institute of the Russian Academy of Sciences

3.

Maksim Sergeyevich Bystrov

Member of the Board of Directors of JSC RusHydro, Chairman of the Management Board of JSC ATS and the Non-Profit Partnership - Market Council

4.

Eduard Petrovich Volkov

CEO of JSC ENIN

5.

Viktor Vasilyevich Kudryavy

Counselor to the President of CJSC EUROCEMENT group

6.

Emerson Joseph Milenski

Counselor to the President for Technologies, Expert Analytical Group of JSC NC Rosneft

7.

Sergey Anatolyevich Pavlushko

Member of the Management Board, Director for Mode Management of UES – Chief Dispatcher of JSC SO UES

8.

Vladimir Alekseyevich Pekhtin

Deputy Chairman of the Management Board of

JSC RusHydro

9.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board of

JSC RusHydro

10.

Vladimir Aleksandrovich Tokarev

Deputy Chairman of the Management Board of

JSC RusHydro

11.

Rasim Magsumovich Khaziakhmetov

Director for Technical Policy and Development of JSC RusHydro

12.

Vladimir Aleksandrovich Shkatov

Deputy Chairman of the Board of the Non-Profit Partnership - Market Council


3. Elect Viktor Vasilyevich Kudryavy as Chairman of the Reliability, Energy Efficiency and Innovations Committee of the Board of Directors of JSC RusHydro.



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.

3.4. On formation of the Strategy Committee of the Company’s Board of Directors.



Resolution:

1. Determine the number of members of the Strategy Committee of the Board of Directors – 13 individuals.

2. Elect the following members to the Strategy Committee of the Company’s Board of Directors:

1.

Alexander Alexandrovich Auzan

Acting Dean of the Faculty of Economics of Lomonosov Moscow State University

2.

Evgeny Evgenyevich Gorev

Member of the Management Board of JSC RusHydro

3.

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of JSC RusHydro

4.

Andrey Borisovich Malyshev

President of JSC E4 Group

5.

Mikhail Alekseyevich Mantrov

Deputy Chairman of the Management Board of

JSC RusHydro

6.

Valentin Efimovich Mezhevich

Deputy CEO for Strategic Communications of JSC Russian Grids

7.

Eugeny Aleksandrovich

Olkhovich

Deputy Director of the Department for State Governance of Tariffs, Infrastructural Reforms and Efficient Energy Use of the Ministry of Economic Development of the Russian Federation

8.

Vyacheslav Viktorovich Pivovarov

Member of the Board of Directors of JSC RusHydro

9.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board of

JSC RusHydro

10.

Maxim Viktorovich Rusakov

Member of the Management Board of the Non-Profit Partnership - Market Council

11.

Alexei Leonidovich Texler

Deputy Minister of Energy of the Russian Federation

12.

Andrey Nikolaevich Shishkin

Member of the Board of Directors of JSC RusHydro

13.

Nikolay Grigoryevich Shulginov

First Deputy Chairman of the Management Board of JSC SO UES


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



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



3.5. On formation of the Investment Committee of the Company’s Board of Directors.



Resolution:

1. Determine the number of members of the Investment Committee of the Board of Directors – 12 individuals.

2. Elect the following members to the Investment Committee of the Company’s Board of Directors:

1.

Boris Borisovich Bogush

Member of the Management Board – Chief Engineer of JSC RusHydro

2.

Andrey Evgenievich Bugrov

Vice-President of CJSC Holding Company INTERROS;

- Deputy CEO, Deputy Chairman of the Board of Directors, Member of the Management Board of JSC Mining and Metallurgical Company Norilsk Nickel;

- Vice-President of the Russian Union of Industrialists and Entrepreneurs.

3.

Maksim Sergeyevich Bystrov

Member of the Board of Directors of JSC RusHydro

4.

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of JSC RusHydro

5.

Viktor Mikhailovich Zimin

Member of the Board of Directors of JSC RusHydro

6.

Sergei Nikolayevich Ivanov

CEO of JSC Russian Energy Company (JSC ERCO)

7.

Alexander Vladimirovich Ilyenko

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

8.

Larisa Vyacheslavovna Kalanda

Member of the Board of Directors of JSC RusHydro

9.

Sergey Anatolyevich Kirov

Executive Director for Economics and Procurement of JSC RusHydro

10.

Mikhail Alekseyevich Mantrov

Deputy Chairman of the Management Board of JSC RusHydro

11.

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board of JSC RusHydro

12.

Pavel Nikolayevich Snikkars

Director of the Department of Electric Power Industry Development of the Ministry of Energy of Russia


3. Elect Maksim Sergeyevich Bystrov as Chairman of the Investment Committee of the Board of Directors of JSC RusHydro.



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



Item No. 4: On review of the Report on Execution of the Annual Complex Procurement Program of JSC RusHydro for the first quarter of 2014.



Resolution:

Approve the Report on Execution of the Annual Complex Procurement Program of JSC RusHydro for the first quarter of 2014 (Annex No. 1 hereto).



Voting results:

“For” – 8 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 2 (V.M. Kravchenko, D.S. Morozov).

Resolution adopted.

A special opinion of V.M. Kravchenko regarding item No. 4 is attached.



Item No. 5: On execution of resolutions of the Board of Directors of JSC RusHydro.



Resolution:

1. Take note of information on progress of execution of assignment of the Board of Directors of JSC RusHydro (Minutes No. 199 dated May 23, 2014, Item No. 1).

2. Move the date of execution of assignment of the Board of Directors of JSC RusHydro stipulated in:

- Clauses 1 and 4 of Item No. 1 “On Improvement of the Company's Procurement Policy” (Minutes No. 199 dated May 23, 2014) as related to obtaining of approval of documents from the Ministry of Economic Development of Russia and Ministry of Energy of Russia – within 30 working days from the date this resolution is adopted by the Board of Directors of JSC RusHydro;

- Clause 3 of Item No. 1 “On Improvement of the Company's Procurement Policy” (Minutes No. 199 dated May 23, 2014) as related to provision of the Company's Operation Program for Improvement of Purchasing Policy for approval by the Board of Directors of JSC RusHydro – within 30 working days from the date the Ministry of Economic Development of Russia and the Ministry of Energy of Russia approve the said program.





Voting results:

“For” – 8 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained’ – 2 (V.M. Kravchenko, D.S. Morozov).

Resolution adopted.



Item No. 6: On approval of the Working Plan of the Board of Directors of JSC RusHydro for the second half of 2014.



Resolution:

Approve the Working Plan of the Board of Directors of JSC RusHydro for the second half of 2014 (Annex No. 2 to the Minutes).



Voting results:

“For” – 10 (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.

Resolution adopted.



Item No. 7: On introduction of amendments and additions to the Company’s Charitable and Sponsor activities Plan for2014.



Resolution:

1. Approve inclusion of the Dynamo Hockey Club financing project in the Company’s Charitable and Sponsor activities Plan for 2014.

2. Approve the new version of the Company’s Charitable and Sponsor activities Plan for 2014 (Annex No. 3 to the Minutes).



Voting results:

“For” – 6 (V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin).

“Against” – 1 (D.S. Morozov).

“Abstained” – 3 (B.I. Ayuev, V.M. Kravchenko, A.N. Shishkin).

Resolution adopted.



Chairman of the Board of Directors M.I. Poluboyarinov

Corporate Secretary М.V. Zavalko
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