Minutes of 20.11.2014 №206

MINUTES No. 206

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):

November 20, 2014,05:00 PM

(Moscow time)

Minutes date:

November 21, 2014

Form of the meeting:

Joint attendance

Place of the vote count:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who participated in the Meeting:



B.I. Ayuev,


M.S. Bystrov,


E.P. Volkov,


V.I. Danilov-Danilyan,


E.V. Dod,

V.M. Zimin,


L.V. Kalanda,


D.S. Morozov,


M.I. Poluboyarinov,


S.V. Shishin,

A.N. Shishkin.

The following members of the Board of Directors were present at the Meeting of the Board of Directors of JSC RusHydro in person: M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, L.V. Kalanda, M.I. Poluboyarinov.

The following members of the Board of Directors of JSC RusHydro presented their opinions in writing: B.I. Ayuev, E.P. Volkov, V.M. Zimin, D.S. Morozov, 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.



Attending non-members:

D.I. Rizhinashvili, M.A. Mantrov, B.B. Bogush, E.E. Gorev, I.O. Posevina, Ya.E. Stanyulenaite, O.V. Mashirova, V.V. Galka, V.V. Nedotko, A.Yu. Podgornyi, O.A. Kalinko, A.A. Kaplun.



Speaker:

for Item No. 1: D.I. Rizhinashvili, Member of the Board, First Deputy Chief Executive Officer of JSC RusHydro.



M.I. Poluboyarinov, Chairman of the Board of Directors of the Company, opened the meeting in presentia.



AGENDA OF THE MEETING:

1. On approval of the Long-Term Development Program of RusHydro Group



RESULTS OF VOTING ON THE AGENDA ITEMS:



Item No. 1: On approval of the Long-Term Development Program of RusHydro Group



The meeting heard D.I. Rizhinashvili, Member of the Board, First Deputy Chief Executive Officer of JSC RusHydro, reporting on the item.



Spoke at the meeting: M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, L.V. Kalanda, M.I. Poluboyarinov.



Draft resolution, put to vote:

1. To approve the Long-Term Development Program of RusHydro Group (Annex No. 1).

2. To approve the Standard for review of Implementation of the Long-Term Development Program of RusHydro Group (Annex No. 2).

3. To amend the Provision on Remuneration to the Members of the Management Board of JSC RusHydro approved by the Company's Board of Directors (Minutes No. 111 of November 19, 2010, as amended on May 23, 2014, Minutes No. 199) in accordance with Annex No. 3 to this Resolution.

4. To commission Chairman of the Company's Board of Directors M.I. Poluboyarinov to define the conditions of and sign on behalf of the Company an addendum to labor agreement with the Chairman of the Management Board—Director General of JSC RusHydro E.V. Dod. The Addendum provides for changes to labor agreement in compliance with the amended Provision on Remuneration to the Members of the Management Board of JSC RusHydro and establishes personal responsibility for execution the performance indicators of the Long-Term Development Program of RusHydro Group.

5. To commission the Chairman of the Management Board—Director General of JSC RusHydro E.V. Dod—to do the following:

- make the amendments to labor agreements with the members of the Company's Management Board in accordance with the amended Provision on Remuneration to the Members of the Management Board of JSC RusHydro;

- report on an annual basis the labor productivity data of the Company at the Interagency Public Property Management Portal in accordance with the labor productivity calculation procedure approved by the Long-Term Development Program of RusHydro Group.



Voting results:

"For"—11 (B.I. Ayuyev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against"—0.

"Abstained"—0.

Resolution approved.



Written opinions of the members of the Board of Directors B.I. Ayuev, E.P. Volkov, V.M. Zimin, D.S. Morozov, S.V. Shishin, A.N. Shishkin are attached hereto.



Chairman of the Board of Directors M.I. Poluboyarinov
Corporate Secretary М.V. Zavalko
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