Minutes of 20.02.2016 №231

MINUTES No. 231

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of counting the votes):

February 19, 2016, 15.00 p.m.

(Moscow time).

Date of drawing up the Minutes:

February 20, 2016.

Form of meeting:

joint attendance.

Place of counting the votes:

Moscow, 7, Malaya Dmitrovka.

PJSC "RusHydro"

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors,

who participated in the Meeting:

M.S. Bystrov,

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.

The meeting of the Board of Directors of JSC "RusHydro" was attended personally by the Chairman of the Board of Directors Yu. P. Trutnev, members of the Board of Directors: M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov.


Members of the Board of Directors of PJSC "RusHydro" V.M. Zimin,V.M. Kravchenko, D.S. Morozov, S.V. Shishin, A.N. Shishkin have submitted a written opinion.


In accordance with the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for a meeting of the Board of Directors is present.


Invited persons:


N.G. Shulginov, A.V. Kazachenkov, S.A. Kirov, K.Ye. Frolov, A.Yu. Podgorny, Ya.E. Stanulenaite, V.I. Magruk, Ye.N. Bellendir.


The speaker on the item 1 of the agenda is First Deputy General Director A.V. Kazachenkov.


The speaker on the item 2 of the agenda is Chairman of the Management Board - General Director N.G. Shulginov.


Speakers on the item 3 of the agenda are member of the Board of Directors of PJSC "RusHydro", Chairman of the Investment Committee at the Board of Directors of PJSC "RusHydro" M.S. Bystrov, First Deputy General Director A.V. Kazachenkov.


Chairman of the Board of Directors of the Company Yu.P. Trutnev has opened the in-person meeting.


AGENDA OF THE MEETING:

  1. On the Register of non-core assets of PJSC "RusHydro".
  2. On the progress of the construction of Zagorsk PSHPP-2.
  3. On consideration of the reports of the Chairmen of the Committees at the Board of Directors of PJSC "RusHydro" on the results of activity during the year 2015.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the Register of non-core assets of PJSC "RusHydro".


Item 1.1: On approval of the Report on the implementation of measures in 2015, approved by the Register of non-core assets of the Company.


Heard: First Deputy General Director A.V. Kazachenkov.


Speakers: Yu.P. Trutnev, M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, N.G. Shulginov.


In view of comments and proposals of Members of the Board of Directors of the Company announced in the course of discussion


The draft decision put to the vote:


To take note of the Report on the implementation of measures in 2015, approved by the Register of non-core assets of the Company (Schedule 1).


Voting results:


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


"Against" — 0.


"Abstain" — 0.


The resolution has been adopted.


Item 1.2: On approval of the Register of non-core assets of PJSC "RusHydro" for 2016.


Heard: First Deputy General Director A.V. Kazachenkov.


Speakers: Yu.P. Trutnev, M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, N.G. Shulginov.


In view of comments and proposals of Members of the Board of Directors announced in the course of discussion


The draft decision put to the vote:

  1. To approve the Register of non-core assets of PJSC "RusHydro" for 2016 (Schedule 2).
  2. To instruct the Management Board of the Company to develop and submit by 01.06.2016 for the consideration by the Board of Directors of the Company a new edition of the Regulation on the order for disposal of non-core assets of PJSC "RusHydro".

Voting results:


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


"Against" — 0.


"Abstain" — 0.


The resolution has been adopted.


Item 2: On the progress of the construction of Zagorsk PSHPP-2.


Heard: Chairman of the Management Board - General Director N.G. Shulginov.


Speakers: Yu.P. Trutnev, M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov.


The draft decision put to the vote:

  1. To take note of the information on the construction Zagorsk PSHPP-2.
  2. To instruct the Management Board of the Company to ensure the preparation and submission to the Board of Directors of the Company by 01.09.2016 the project justification of recovery of Zagorsk PSHPP-2 (including technical, legal and economic aspects related to the draft of the building of the station unit of Zagorsk PSHPP-2 on 17.09.2013).

Voting results:


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


"Against" — 0.


"Abstain" — 0.


The resolution has been adopted.


Item 3: On consideration of the reports of the Chairmen of the Committees at the Board of Directors of PJSC "RusHydro" on the results of activity during the year 2015.


Item 3.1: On consideration of the report of the Chairman of the Investment Committee at the Board of Directors on the results of activity during the year 2015.


The draft decision put to the vote:


To postpone consideration of the item.


Voting results:


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


"Against" — 0.


"Abstain" — 0.


The resolution has been adopted.


Item 3.2: On consideration of the report of the Chairman of the Strategy Committee at the Board of Directors on the results of activity during the year 2015.


The draft decision put to the vote:


To postpone consideration of the item.


Voting results:


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


"Against" — 0.


"Abstain" — 0.


The resolution has been adopted.


Written opinions of the members of the Board of Directors of PJSC "RusHydro" V.M. Zimin, V.M. Kravchenko, D.S. Morozov, S.V. Shishin, A.N. Shishkin and the individual opinion of member of the Board of Directors of PJSC "RusHydro" V.M. Kravchenko are attached.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary M.V. Zavalko 

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