Minutes of 08.04.2016 №235

MINUTES No. 235

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):

April 7, 2016, 12.00p.m.

(Moscow time).

Date of drawing up the Minutes:

April 8,2016

Form of meeting:

joint attendance.

Place of counting the votes:

Moscow, 2, Krasnopresnenskaya nab.,

the building of the Russian Federation Government

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors,

who participated in the voting:



M.S. Bystrov,

Ye.V. Dod,


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, Ye.V. Dod,S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov.

Members of the Board of Directors of PJSC RusHydro S.V. Shishin and A.N. Shishkin have submitted written opinions.

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, B.B. Bogush, A.V. Kazachenkov, S.A. Kirov, I.O. Posevina, S.N. Tolstoguzova, Y.E. Stanulenaite.

Speaker on No. 1 of the agenda: Chairman of the Board of Directors Yu. P. Trutnev, member of the Board of Directors V.V. Pivovarov, member of the Board, First Deputy Director General S.A. Kirov.

Speaker on No. 2 of the agenda: member of the Board, First Deputy General Director - Chief Engineer B.B. Bogush, Director of Internal Control and Risk Management - Chief Auditor I.O. Posevina.

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



AGENDA OF THE MEETING:



1. On the Company's priority activities

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



RESULTS OF VOTING ON THE AGENDA ITEMS:



Item 1: On the Company's priority activities:



Item 1.1: On approval of a Report on performance of the public technological and price audit for 2015 with regard to projects implemented or planned for implementation within the framework of the investment program of PJSC RusHydro.



Heard: Member of the Board, First Deputy General Director S.A. Kirov.

Speakers: Yu. P. Trutnev, L.V. Kalanda, V.M. Kravchenko, M.S. Bystrov, S.N. Ivanov, D.S. Morozov, 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 resolution put to the vote:

To approve the Report on performance of the public technological and price audit for 2015 with regard to projects implemented or planned for implementation within the framework of the investment program of PJSC RusHydro (Appendix 1, 1a).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.



Item 1.2: On drafts of the investment programs of RusHydro Group for 2016 (adjusted) and for 2017-2019, and their financing sources



Heard: Member of the Board, First Deputy General Director S.A. Kirov.

Speakers: Yu.P. Trutnev, V.M. Kravchenko, 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 resolution put to the vote:

To consider information about drafts of the investment programs of RusHydro Group for 2016 (adjusted) and for 2017-2019, and their financing sources (Appendix 2).



Voting results:

"For" — 10 (M.S. Bystrov, Ye.V. Dod, 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).

The resolution has been adopted.



Item 1.3: On Corporate Governance Code of PJSC RusHydro.



Heard: Chairman of the Board of Directors of the Company Yu. P. Trutnev

Speakers: L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, N.G. Shulginov, A.V. Kazachenkov.



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



The draft resolution put to the vote:

Chairman of the Board - General Director of PJSC RusHydro N.G. Shulginov shall prepare amendments to the Corporate Governance Code of PJSC RusHydro in terms of changing the procedure for managing shares of PJSC RusHydro on the subsidiaries' balance sheet, and submit them to Rosimushchestvo by 04.25.2016.



Voting results:

“For — 9 (M.S. Bystrov, Ye.V. Dod, 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.



CONFIDENTIAL



Item 1.4: The item and the decision made are of confidential nature.



Voting results:

"For" — 9 (M.S. Bystrov, Ye.V. Dod, 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 2: On approval of the Company's internal documents.



Item 2.1: On approval of the Environmental Policy of PJSC RusHydro in a new version.



Heard: Member of the Management Board, First Deputy Director General — Chief Engineer B.B. Bogush.

Speakers: Yu.P. Trutnev, M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, 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 resolution put to the vote:

To approve the Environmental Policy of PJSC RusHydro in the new version (Appendix 3).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.



Item 2.2: On consideration of a Report about the anti-corruption system that has been put in place in PJSC RusHydro.



Heard: Director for Internal Control and Risk Management, Chief Auditor I.O. Posevina.

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



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



The draft resolution put to the vote:

To consider the Report on the anticorruption system that has been put in place in PJSC RusHydro (Appendix 4).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.



Item 2.3: On approval of the Anticorruption Policy of PJSC RusHydro in a new version.



Heard: Director for Internal Control and Risk Management, Chief Auditor I.O. Posevina.

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



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



The draft resolution put to the vote:

To approve the Anticorruption Policy of PJSC RusHydro in the new version (Appendix 5).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.



Item 2.4: On approval of the Conflict of Interest Management Policy of PJSC RusHydro in a new version



Heard: Director for Internal Control and Risk Management, Chief Auditor I.O. Posevina.

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



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



The draft resolution put to the vote:

To approve the Conflict of Interest Management Policy of PJSC RusHydro in the new version (Appendix 6).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.



Item 2.5: On approval of the Code of Corporate Ethics of PJSC RusHydro in a new version.



Heard: Director for Internal Control and Risk Management, Chief Auditor I.O. Posevina.

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



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



The draft resolution put to the vote:

To approve the Code of Corporate Ethics of PJSC RusHydro in the new version (Appendix 7).



Voting results:

"For" — 11 (M.S. Bystrov, Ye.V. Dod, 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.

The resolution has been adopted.


Written opinions of members of the Board of Directors of PJSC RusHydro S.V. Shishin and A.N. Shishkin are attached.



Chairman of the Board of Directors Yu.P. Trutnev

Corporate Secretary M.V. Zavalko
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