Minutes of 17.07.2015 №220

MINUTES No. 220

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting (date and time of establishing the results of voting):

July 17, 2015, 14 hours 00 minutes

(Moscow time).

Date of the Minutes:

July 20, 2015

Form of the meeting:

Joint attendance.

Place of establishing the results of voting:

PJSC RusHydro, 7 Malaya Dmitrovka St.,

Moscow, Russian Federation

Number of elected members of the Board of Directors:

13

Members of the Board of Directors,

who participated in the Meeting:



A. D. Avetisyan,


E. V. Dod,

V. M. Zimin,


S. N. Ivanov,


L. V. Kalanda,

V. M. Kravchenko,

A. M. Osipov,


D. S. Morozov,


V. V. Pivovarov,


Yu. P. Trutnev


The meeting of the Board of Directors of PJSC RusHydro was personally attended by the Chairman of the Board of Directors Yu. P. Trutnev and the following members of the Board of Directors: A. D. Avetisyan, E. V. Dod, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, A. M. Osipov, V. V. Pivovarov.

The following members of the Board of Directors of PJSC RusHydro submitted their opinions in writing: V. M. Zimin, D. S. Morozov

In accordance with the Federal Law "On Joint-Stock Companies" and the Charter of the Company, the quorum for holding the meeting of the Board of Directors was present.



Attending non-members:

D. I. Rizhinashvili, S. N. Tolstoguzov, M. A. Mantrov, S. A. Kirov, E. E. Gorev



Speaker on items in the agenda: E. E. Gorev, Deputy General Director for Corporate and Legal Governance.



Yu. P. Trutnev, Chairman of the Board of Directors of the Company, opened the meeting in presentia.



AGENDA OF THE MEETING:

1. Election of a Deputy Chairman of the Board of Directors of the Company.

2. Election of members to Committees under the Board of Directors of the Company.

3. Application of a methodology for development of internal documents regulating the Company’s activities.



RESULTS OF VOTING ON THE ITEMS IN THE AGENDA:



Item 1: Election of a Deputy Chairman of the Board of Directors of the Company.



The meeting heard: E. E. Gorev, Deputy General Director for Corporate and Legal Governance, presenting a report on the item.



Speakers: E. V. Dod, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko



Draft resolution put to vote:

To elect Sergey N. Ivanov as Deputy Chairman of the Board of Directors of PJSC RusHydro.



Voting results:

FOR – 9 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev).

AGAINST – 0.

"Abstained" – 1 (D. S. Morozov).

The resolution has been adopted.



Item 2: Election of members to Committees under the Board of Directors of the Company.

2.1. Recognizing a member of the Board of Directors of the Company as an independent director.



The meeting heard: E. E. Gorev, Deputy General Director for Corporate and Legal Governance, presenting a report on the item.



Speakers: E. V. Dod, L. V. Kalanda, V. M. Kravchenko



Draft resolution put to vote:

Pursuant to the provisions of the Listing Rules of CJSC MICEX Stock Exchange and the Corporate Governance Code of PJSC RysHydro, to recognize the member of the Board of Directors of the Company Maxim S. Bystrov as an independent director.



Voting results:

FOR – 10 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev).

AGAINST – 0.

ABSTAIN – 0.

The resolution has been adopted.



2.2. Election of members to the Audit Committee under the Board of Directors of the Company.

The meeting heard: E. E. Gorev, Deputy General Director for Corporate and Legal Governance, presenting a report on the item.



Speakers: L. V. Kalanda



Draft resolution put to vote:

1. To determine that the Audit Committee under the Board of Directors should consist of 3 members.

2. To elect the following members to the Audit Committee under the Board of Directors of PJSC RusHydro:

1.

Maxim S. Bystrov

member of the Board of Directors of PJSC RusHydro,

independent director;

2.

Sergey N. Ivanov

member of the Board of Directors of PJSC RusHydro,

independent director;

3.

Vyacheslav V. Pivovarov

member of the Board of Directors of PJSC RusHydro,

independent director.


3. To elect Sergey N. Ivanov as the Chairman of the Audit Committee under the Board of Directors of PJSC RusHydro.



Voting results:

FOR – 10 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev).

AGAINST – 0.

ABSTAIN – 0.

The resolution has been adopted.



2.3. Forming the Human Resources and Compensation Committee under the Board of Directors of the Company.



The meeting heard: E. E. Gorev, Deputy General Director for Corporate and Legal Governance, presenting a report on the item.



Speakers: L. V. Kalanda



Draft resolution put to vote:

1. To elect the following members to the Human Resources and Compensation Committee under the Board of Directors of PJSC RusHydro:

1.

Maxim S. Bystrov

member of the Board of Directors of PJSC RusHydro,

independent director;

2.

Sergey N. Ivanov

member of the Board of Directors of PJSC RusHydro,

independent director;

3.

Vyacheslav V. Pivovarov

member of the Board of Directors of PJSC RusHydro,

independent director.


2. To elect Vyacheslav V. Pivovarov as the Chairman of the Human Resources and Compensation Committee under the Board of Directors of PJSC RusHydro.



Voting results:

FOR – 10 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev).

AGAINST – 0.

ABSTAIN – 0.

The resolution has been adopted.



Item 3: Application of a methodology for development of internal documents regulating the Company’s activities.



The meeting heard: E. E. Gorev, Deputy General Director for Corporate and Legal Governance, presenting a report on the item.



Draft resolution put to vote:

Instruct the Chairman of the Management Board – General Director E.V. Dod to ensure the following:

1. Development (revision), approval and implementation of the following internal documents of the Company in accordance with the methodological guidelines approved by the Government of the Russian Federation as part of the implementation of order No. Pr‑3013 by November 16, 2015:

- Regulation on investment and operating efficiency improvement and reduction of costs;

- Provisions on Internal Audit;

- Provisions on Quality Management System;

- Provisions on Risk Management System;

- Provisions on the procedure for the development and implementation of Innovative Development Programs.

2. Submission of a report on the implementation of the order specified in clause of the present resolution (directive of the Government of the Russian Federation No. 3984p-P13 dated June 24, 2015), as well as information on the implementation of guidelines No. 2579p-P13 dated April 25, 2014, on key performance indicators (KPIs) and No. 4955p-P13 dated July 17, 2014, on long-term development programs (LTDPs) and on the approval and implementation of LTDPs and the Regulation on KPIs in the operations of the Company to the Federal Agency for State Property Management by November 30, 2015.



Voting results:

FOR – 10 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev).

AGAINST – 0.

ABSTAIN – 0.

The resolution has been adopted.


Written opinions of members of the Board of Directors: V. M. Zimin, D. S. Morozov are attached hereto.


Chairman of the Board of Directors Yu. P. Trutnev

Corporate Secretary M. V. Zavalko
Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok