Minutes of 30.03.2016 №233

MINUTES No. 233

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):

March 30, 2016, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

April 1, 2016

Form of meeting:

absentee voting.

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:


A.D. Avetisyan,


M.S. Bystrov,


Ye.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.


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.



AGENDA OF THE MEETING:



1. On approval of a Report on the insurance protection of PJSC RusHydro for 2015.

2. On approval of a Regulation on business planning system of PJSC RusHydro.

3. On approval of a Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2014-2016.

4. On the Company's priority activities.

5. On approval of transactions concluded by the Company.

6. On approval of the Company's internal documents.

7. On issues of the Committees under the Board of Directors of the Company.



RESULTS OF VOTING ON THE AGENDA ITEMS:



Item 1: On approval of the Report on the insurance protection of PJSC RusHydro for 2015.



Resolution:

To approve the Report on the insurance protection of PJSC RusHydro for 2015 (Appendix 1).



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 2: On approval of the Regulation on business planning system of PJSC RusHydro.



Resolution:

1. To approve the Regulation on business planning system of PJSC RusHydro (Appendix 2).

2. To decide that the Regulation on business planning system of PJSC RusHydro shall be applied when preparing and considering a consolidated business plan of RusHydro Group starting from 2016.

3. To decide that the Standard of JSC RusHydro on business planning system (approved by the resolution of the Company's Board of Directors of 02.10.2009, minutes No. 85) shall cease to be valid from the moment of approving the Regulation on business planning system of PJSC RusHydro.



Voting results:

"For" — 10 (M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 3 (A.D. Avetisyan, V.M. Kravchenko, D.S. Morozov).

The resolution has been adopted.



Item 3: On approval of the Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2014-2016.



Resolution:

1. To approve the Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2014-2016 (Appendix 3).

2. Chairman of the Board - General Director of the Company N.G. Shulginov shall ensure the signing of supplementary agreements to existing collective agreements of the Company's branches for 2014-2016 in accordance with the Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2014-2016 according to the procedure established by the Labour Code of the Russian Federation.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 4: On the Company's priority activities..



Item 4.1. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk GRES-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (the 1st stage).



Resolution:

Take note of the information about the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk GRES-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (the 1st stage) as of 31.12.2015 (Appendix 4).



Voting results:

“In favour” — 11 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 4.2: On the Company's innovative development.



Resolution:

Chairman of the Board - General Director of the Company N.G. Shulginov shall ensure:

1. the submission for an approval by the Company's Board of Directors of the Innovative Development Program of RusHydro Group for 2016-2020 with an outlook to 2025, developed on the basis of the guidelines approved as per Order of the Russian Federation Government from 07.11.2015 No. ДМ-П36-7563 (hereinafter referred to as Order No. ДМ-П36-7563), and approved by the federal executive authorities and the Interdepartmental Commission for Technological Development at the Presidium of the Presidential Council for Economic Modernization and Innovation Development of Russia in a manner prescribed by the Regulation approved by Order No. ДМ-П36-7563 (hereinafter referred to as the Regulation), in the period by July 1, 2016.

2. the annual submission by May 1 of reports on the status of implementation of the Innovative Development Program of RusHydro Group for 2016-2020 with an outlook to 2015, to the federal executive bodies according to the Regulation.

3. the consideration and submittal for consideration of the Company's Board of Directors in the term by 01.06.2016 of an issue on inclusion, starting from 2016, of an integrated KPI regarding the innovative activity, which is developed in accordance with the recommendations approved as per Order of the Russian Federation Government from 07.11.2015 No. ДМ-П36-7563, and approved by the minutes of the meeting of the Interdepartmental Commission for Implementation of Priorities of the Innovation Development at the Presidium of the Presidential Council for Economic Modernization and Innovation Development of Russia, in the list of Key Performance Indicators of the long-term development program, as well as in the list of Key Performance Indicators of the top management with a weight of not less than 20%-25% and taking into account, starting from 2016, this indicator with the specified weight when determining the total scope of the incentive compensation for the Company's management, including the sole executive body.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 4.3. On approval of a report on performance of a technological and price audit for 2015 in respect to projects implemented and to be implemented within the framework of the investment program of PJSC RusHydro.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 4.4. On a preliminary approval of drafts of investment programs of PJSC RusHydro for 2016 (adjusted) and for 2017-2019 to disclose information about drafts of the investment programs of PJSC RusHydro according to Resolution of the Russian Federation Government No. 24 of 21.01.2004.



Resolution:

1. To preliminary approve drafts of the investment programs of PJSC RusHydro for 2016 (adjusted) and for 2017-2019 (Appendix 5) and sources of their funding (Appendix 6) to disclose information about drafts of the investment programs of PJSC RusHydro according to Resolution of the Russian Federation Government No. 24 of 21.01.2004.

2. Chairman of the Management Board - General Director of the Company N.G. Shulginov shall ensure the submission of the approved drafts of the investment programs of PJSC RusHydro for 2016 (adjusted) and for 2017-2019 for the approval of Russia's Minenergo as per the established procedure.



Voting results:

“In favour” — 10 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 5: On approval of transactions concluded by the Company.



Item 5.1. On approval of an agreement for lease of real property concluded between PJSC RusHydro and PJSC FSK EES, being a non-arm's length transaction.



Resolution:

1. To determine that a fee under the Agreement for lease of real property concluded between PJSC RusHydro and PJSC FSK EES, being a non-arm's length transaction, will amount for the entire term of lease to 1.749,359 (one million seven hundred forty-nine thousand three hundred and fifty-nine) rubles 70 kopecks, including 18% VAT - 266,851 (two hundred sixty-six thousand eight hundred and fifty-one) rubles 48 kopecks.

2. To approve the conclusion of the Agreement for lease of real property as a non-arm's length transaction under the following terms:

Parties to the Agreement:

Lessor - PJSC RusHydro;

Lessee - PJSC FSK EES.

Subject of the Agreement:

According to the Agreement, the Lessor transfers and the Lessee accepts for temporary use parts of hydro engineering facilities owned by the Lessor (hereinafter - the Facilities) for the purpose of installing and maintaining towers of overhead transmission lines of 220 kV and 500 kV, and the Lessee shall accept the Facilities and pay for their temporary use.

A list and an area of the leased Facilities, as well as the lease term are specified in Appendix 7.

The amount of lease payment under the Agreement:

Monthly lease payment is 159,032 (one hundred fifty nine thousand thirty-two) rubles 70 kopecks, including 18% VAT - 24,259 (twenty four thousand two hundred and fifty-nine) rubles 23 kopecks.

The amount of lease payment for the entire term of lease is 1.749,359 (one million seven hundred forty-nine thousand three hundred and fifty-nine) rubles 70 kopecks, including 18% VAT - 266,851 (two hundred sixty-six thousand eight hundred and fifty-one) rubles 48 kopecks.

Validity of the Agreement:

The Agreement comes into force from the moment of its signing and is valid until February 29, 2016. The Parties agree that the terms of the Agreement shall be applied to relations arising from April 1, 2015.



Voting results:

"For" — 8 (V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 2 (A.D. Avetisyan, D.S. Morozov).

The Agreement for lease of real estate concluded between PJSC RusHydro and PJSC FSK EES shall be recognised as a non-arm's length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as members of PJSC RusHydro Board of Directors M.S. Bystrov and V.M. Kravchenko, as well as Chairman of the Board and Director General of PJSC RusHydro N.G. Shulginov are simultaneously members of PJSC FSK EES Board of Directors.

In accordance with Article 83 of the Federal Law On Joint-Stock Companies, the resolution on this issue shall be adopted by the Company's Board of Directors by a majority of votes cast by the independent directors, who are not interested therein.

During counting of votes on this issue, the votes of members of PJSC RusHydro Board of Directors M.S. Bystrov and V.M. Kravchenko , recognised as the persons interested in the transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, and member of PJSC RusHydro Board of Directors Ye.V. Dod, recognised as a non-independent director in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.

The resolution has been adopted.



Item 6: On approval of the Company's internal documents.



Item 6.1. On approval of the Ecological Policy of PJSC RusHydro in a new version.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 6.2. On consideration of a Report on anti-corruption system that has been put in place in PJSC RusHydro.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 6.3. On approval of Anti-corruption Policy of PJSC RusHydro in a new version.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 6.4. On approval of Conflict of Interest Management Policy of PJSC RusHydro in a new version.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 6.5. On approval of the Code of Corporate Ethics of PJSC RusHydro in a new version.



Resolution:

To postpone the consideration of the issue to the next meeting of the Board of Directors of PJSC RusHydro in the form of joint attendance.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 7: On issues of the Committees under the Board of Directors of the Company.



Item 7.1. On consideration of a report of the Chairman of the Investment Committee under the Company's Board of Directors on the results of operations in 2015 and on the composition of the Investment Committee under the Company's Board of Directors.



Resolution:

1. To approve the report on the results of activities of the Investment Committee under PJSC RusHydro Board of Directors for 2015 (Appendix 8).

2. To early terminate powers of member of the Investment Committee under PJSC RusHydro Board of Directors Mantrov Mikhail Alekseyevich.

3. To elect to the Investment Committee Deputy Director General on economy, investment and procurement activity of PJSC RusHydro Khmarin Victor Victorovich.



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 7.2. On consideration of a report of the Chairman of the Strategy Committee under the Company's Board of Directors on the results of activity in 2015.



Resolution:

To approve the report on the results of activity of the Investment Committee under PJSC RusHydro Board of Directors for 2015 (Appendix 9).



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Item 7.3. On the composition of the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro.



Resolution:

1. To early terminate powers of members of the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro:

- Pekhtin Vladimir Alekseyevich;

- Tokarev Vladimir Aleksandrovich;

- Khaziakhmetov Rasim Magsumovich.

2. To elect to the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro:

- Vishnevskiy Yuriy Mikhailovich, Deputy Director on Management of Modes of EES PJSC CO EES;

- Gorbenko Yuriy Vasiliyevich, Deputy General Director on Capital Construction of PJSC RusHydro;

- Frolov Kirill Yevgeniyevich, Deputy General Director on Research and Design of PJSC RusHydro;



Voting results:

“In favour” — 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.



Individual opinions of members of the Board of Directors V.M. Kravchenko, A.M. Osipov are attached to the minutes.



Chairman of the Board of Directors Yu. P. Trutnev

Corporate Secretary M.V. Zavalko
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