Minutes of 08.06.2016 №238

MINUTES No. 238
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):

June 06, 2016 4.00 p.m.

(Moscow time).

Date of drawing up the Minutes:June 08, 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:


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.

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: A.D. Avetisyan, M.S.Bystrov, Ye.V.Dod, S.N.Ivanov, V.M.Kravchenko, D.S.Morozov,A.M.Osipov, V.V.Pivovarov.


Members of the Board of Directors of PJSC "RusHydro" V.M.Zimin, L.V.Kalanda, S.V.Shishin and 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, D.I. Rizhinashvili, S.N. Tolstoguzov, Y.E. Stanulenaite, A.A. Auzan.

The speaker on items 1 and 2 of the agenda: Member of the Board, First Deputy General Director S.A. Kirov.

The speaker on items 3 and 4 of the agenda: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

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


AGENDA OF THE MEETING:


1. On implementation of the Company's Business Plan for 2015 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive Procurement Plan for 2015).


2. On approval of a report regarding the compliance with the Company's Key Performance Indicators for the fourth quarter of 2015 and 2015.


3. On consideration of a report on the implementation of the Strategic Plan of PJSC "RusHydro" for the period until 2015 with an outlook for 2020.


4. On approval of the Development Strategy of RusHydro Group for the period until 2020 with an outlook for 2025.


RESULTS OF VOTING ON THE AGENDA ITEMS:



Item 1: On implementation of the Company's Business Plan for 2015 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive

Procurement Plan for 2015).


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


Speakers: Yu.P. Trutnev, A.D.Avetisyan, M.S. Bystrov, Ye.V.Dod, V.M. Kravchenko, A.M.Osipov, 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:


To consider the report on implementation of the Company's Business Plan for 2015 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive Procurement Plan for 2015) (Annex 1).


Voting results:


“In favour” — 12 (A.D.Avetisyan, M.S.Bystrov, Ye.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).


The resolution has been adopted.



Item 2: On approval of the report regarding the compliance with the Company's Key Performance Indicators for the fourth quarter of 2015 and 2015.


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


Speakers: Yu.P. Trutnev, A.D.Avetisyan, M.S. Bystrov, V.M. Kravchenko, D.S. Morozov, A.M.Osipov, V.V.Pivovarov, 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:


2.1. To consider the report about the compliance with Key Performance Indicators of PJSC "RusHydro" for the fourth quarter of 2015 and 2015, at this performance indicators shall be deemed fulfilled, except for TSR (Annex 2).


2.2. To instruct the Chairman of the Board of the Company to submit by 30.11.2016 a proposal concerning the method for calculating and evaluating key performance indicators of PJSC "RusHydro" for the next planning period for consideration of the Company's Investment Committee.


Voting results:


“In favour” — 12 (A.D.Avetisyan, M.S.Bystrov, Ye.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” — 1 (V.M.Kravchenko).

“Abstain” — 0.


The resolution has been adopted.



Item 3: On consideration of the report on the implementation of the Strategic Plan of PJSC "RusHydro" for the period until 2015 with an outlook for 2020.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


Speakers: Yu.P. Trutnev, A.D.Avetisyan, A.A. Auzan, M.S. Bystrov, V.M. Kravchenko, 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 consider the Report on the implementation of the Strategic Plan of PJSC "RusHydro" for the period until 2015 with an outlook for 2020 (Annex 3).


Voting results:


“In favour” — 13 (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).

"Against" — 0.

“Abstain” — 0.


The resolution has been adopted.



Item 4: On approval of the Development Strategy of RusHydro Group for the period until 2020 with an outlook for 2025.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


Speakers: Yu.P. Trutnev, A.D.Avetisyan, A.A. Auzan, M.S. Bystrov, V.M. Kravchenko, 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:


4.1. To approve the Development Strategy of RusHydro Group for the period until 2020 with an outlook for 2025 (Appendix 4).


4.2. To instruct the Chairman of the Board of the Company to submit by 31.12.2016 for consideration of the Company's Strategy Committee:

- proposals on the structure of documents relating to medium and long-term planning approved by the Board of Directors of the Company;

- proposals on the adjustment of the Company's Strategy in the light of initiatives regarding state regulation of the hydropower industry, the Company's positioning on the international market, the management structures of RusHydro Group, including RAO ES of East.


Voting results:


"For" — 12 (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).

“Against" — 1 (A.N. Shishkin).

“Abstain” — 0.


The resolution has been adopted.



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



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