Minutes of 14.09.2015 №221

MINUTES No. 221

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):

September 11, 2015, 6.00 p.m.

(Moscow time)

Date of the Minutes:

September 14, 2015

Form of the meeting:

voting in absentia.

Place of the vote count:

7 Malaya Dmitrovka St., Moscow

PJSC RusHydro

Number of elected members of the Board of Directors:

13.

Members of the Board of Directors

who took part in the Meeting:

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,

S. V. Shishin,

A. N. Shishkin.

In accordance with 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. Composition of the Committees of the Company's Board of Directors.
  2. On approval of Working Plan of RusHydro’s Board of Directors for the second half of 2015.
  3. On amendments to the Technical Policy of RusHydro.
  4. On approving RusHydro Group’s Corporate Social Responsibility and Sustainable Development Report for 2014.
  5. On approving Company's internal documents.
  6. On approving the Company’s transactions.
  7. On approving a new version of the Company's Charity and Sponsorship Program for 2015.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: Composition of the Committees of the Company's Board of Directors:


1.1. Composition 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.
  2. Elect the following persons to the Strategy Committee of the Company's Board of Directors:

1.

A. D. Avetisyan

Director of New Business division of the autonomous non-profit organization The Agency for Strategic Initiatives for New Projects Promotion, a member of RusHydro Board of Directors

2.

A. A. Auzan

Dean of the Economic Department at the M. V. Lomonosov Moscow State University

3.

I. A. Zadvornov

Director of the Secretariat of Deputy

Prime Minister of the Government of the Russian Federation – Plenipotentiary

Envoy of the President of the Russian Federation

in the Far-Eastern Federal District Yu. P. Trutnev

4.

V. V. Mamin

Advisor to the Minister and Head of the Department for Corporate Governance, Pricing Environment and Auditing in the Fuel and Energy Sector of the Ministry of Energy of the Russian Federation

5.

V. V. Nikonov

Director of the Energy Department of JSC NC Rosneft

6.

M. V. Rusakov

Member of the Management Board – Head of the Competitive Pricing Department at NP Market Council

7.

E. A. Olkhovich

Deputy Director of the Department for the State Regulation of Tariffs, Infrastructure Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

8.

A. M. Osipov

Deputy Minister for the Development of the Russian Far East, member of RusHydro Board of Directors

9.

D. I. Rizhinashvili

Member of the Management Board, First Deputy Chairman of RusHydro Management Board

10.

P. N. Snikkars

Director of the Electric Power Department of the Ministry of Energy of the Russian Federation

11.

A. L. Teksler

First Deputy Minister of Energy of the Russian Federation

12.

S. V. Shishin

Senior Vice-President of VTB Bank, member of RusHydro Board of Directors

13.

A. N. Shishkin

Vice-President for Energy, Environment and Safety of Rosneft, member of RusHydro Board of Directors

Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).

"Against" – 0.


"Abstain" – 0.


Resolution adopted.


1.2. Composition 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 – 13.
  2. Elect the following members to the Investment Committee of the Company's Board of Directors:

1.

A. D. Avetisyan

Director of New Business division of the autonomous non-profit organization "Agency of Strategic Initiatives for New Projects Promotion "

2.

Dr. K. A. Berndt

General Director of EF-TEK, LLC

3.

A. E. Bugrov

Vice President of CJSC Interros Holding Company;

Deputy General Director, Deputy Chairman of the Board of Directors, member of the Management Board of Norilsk Nickel Mining and Metallurgical Company;

4.

M. S. Bystrov

Chairman of the Management Board of ATS, NP Market Council, member of RusHydro Board of Directors

5.

V. M. Zimin

Head of the Republic of Khakassia – Chairman of the Government of the Republic of Khakassia, member of RusHydro Board of Directors

6.

L. V. Kalanda

Member of the Management Board, State Secretary – Vice-President of Rosneft Oil Company, acting General Director of Rosneftegaz, member of RusHydro Board of Directors

7.

S. A. Kirov

Member of the Management Board, First Deputy Chairman of RusHydro Management Board

8.

A. M. Osipov

Deputy Minister for the Development of the Russian Far East, member of RusHydro Board of Directors

9.

M. A. Mantrov

First Deputy Chairman of RusHydro Management Board

10.

D. V. Milyutin

Head of the Fuel and Power Resources Cost Control Department of the Energy Department at Rosneft

11.

A. Yu. Podgorny

Assistant to Deputy

Chairman of the Government of the Russian Federation – Plenipotentiary

Envoy of the President of the Russian Federation

in the Far-Eastern Federal District Yu. P. Trutnev

12.

D. I. Rizhinashvili

Member of the Management Board, First Deputy Chairman of RusHydro Management Board

13.

P. N. Snikkars

Director of the Electric Power Department of the Ministry of Energy of the Russian Federation

Voting results:


"For" – 11 (E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. . Pivovarov, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


1.3. Composition 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 – 13.
  2. Elect the following members to the Reliability, Energy Efficiency and Innovations Committee of the Company's Board of Directors:

1.

B. B. Bogush

Member of the Management Board, First Deputy General Director and Chief Engineer of RusHydro

2.

M. V. Bolgov

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

3.

K. V. Zavizenov

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

4.

S. N. Ivanov

General Director of ERCO JSC, member of RusHydro Board of Directors

5.

V. M. Kravchenko

Deputy Minister of Energy of the Russian Federation, member of RusHydro Board of Directors

6.

V. V. Kudryavy

Advisor to the President of EUROCEMENT Group

7.

E. D. Milenski

Adviser to the President on Technology, expert and analytical group, JSC Rosneft

8.

V. A. Pekhtin

Deputy General Director

of RusHydro

9.

D. I. Rizhinashvili

Member of the Management Board, First Deputy General Director of RusHydro

10.

V. A. Tokarev

Member of the Management Board, First Deputy General Director of RusHydro

11.

S. N. Tolstoguzov

Deputy General Director of RusHydro for the Far East

12.

R. M. Khaziakhmetov

Deputy Chief Engineer, Director of Department for Standardization, Technical Policy and Development, RusHydro

13.

V. A. Shkatov

Deputy Chairman of the Management Board, Association NP Market Council

Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 2: On approval of Working Plan of RusHydro’s Board of Directors for the second half of 2015.


Resolution:


Approve the Working Plan of RusHydro’s Board of Directors for the second half of 2015 (Appendix 1 to the Minutes).


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 3: On amendments to the Technical Policy of RusHydro.


Resolution:


Supplement Section 4.7 "Procurement Requirements" with Clause 4.7.3 to read as follows "While determining the Customer's technical requirements, it is essential to exclude the possibility of procuring foreign goods (work or services) that are by their technical characteristics and consumer properties equivalent to Russian goods (work or services)".


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 4: On approval of Corporate Social Responsibility and Sustainable Development Report of RusHydro Group for 2014.


Resolution:


Approve the Corporate Social Responsibility and Sustainable Development Report of RusHydro Group for 2014 (Appendix 2 to the Minutes).


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 5: On approving the Company's internal documents:


5.1. On approving the Anti-Corruption Policy of RusHydro.


Resolution:


Postpone the matter to a later date.


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


5.2. On approving the Conflict of Interest Management Policy of RusHydro.


Resolution:


Approve the Conflict of Interest Management Policy of RusHydro (Appendix 3 to the Minutes).


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


5.3. On approving the new version of the RusHydro Charity and Sponsorships Regulation.


Resolution:


Approve the new version of RusHydro Charity and Sponsorship Regulation (Appendix 4 to the Minutes).


Voting results:


"For" – 10 (E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 1 (V. M. Kravchenko).


Resolution adopted.


5.4. On approving a new version of RusHydro Environmental Policy.


Resolution:


Postpone the matter to a later date.


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 6: On approval of the Company’s transactions :


Approving the Company's transactions related to gratuitous transfer of property.


Resolution:


Postpone the matter to a later date.


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


Item 7: On approving a new version of the Company's Charity and Sponsorship Program for 2015.


Resolution:


Approve the new version of the Company's Charity and Sponsorship Program for 2015 (Appendix 5 to the Minutes).


Voting results:


"For" – 11 (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, S. V. Shishin, A. N. Shishkin).


"Against" – 0.


"Abstain" – 0.


Resolution adopted.


The special opinion of the member of RusHydro Board of Directors, V. M. Kravchenko, is attached.


Chairman of the Board of Directors Yu. P. Trutnev


Corporate Secretary М. V. Zavalko 

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