Minutes of 23.09.2016 №241

MINUTES No. 241

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):

September 20, 2016, 2: 00 p.m.

(Moscow time).

Date of drawing up the Minutes:

September 23, 2016

Form of the meeting:

joint attendance.

Place of counting the votes:

2 Krasnopresnenskaya nab.,

the building of the Russian Federation Government, Moscow

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,

P. S. Grachyov,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N. R. Podguzov,

N. D. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov

S.V. Shishin,

N.Shulginov

The meeting of the Board of Directors of PJSC "RusHydro" was attended personally by Chairman of the Board of Directors Yu. P. Trutnev, members of the Board of Directors: A.D. Avetisyan, M.S. Bystrov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, A.O. Chekunkov, N.G. Shulginov.


Members of the Board of Directors of PJSC "RusHydro" P. S. Grachyov and S.V. Shishin 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:

A. V. Kazachenkov, S.A. Kirov, S. N. Tolstoguzov, B. N. Perveyeva, Ye. S. Ukhova, A. Yu. Podgornyi.

Speaker on item 1 of the agenda: Member of the Board, First Deputy General Director A. V. Kazachenkov.

Speaker on items 2 and 3 of the agenda: Member of the Board, First Deputy General Director S.A. Kirov.

Speaker on items 4, 5.1 and 5.3 of the agenda: Deputy Director General for the Far East S.N. Tolstoguzov.

Speaker on item 5.2 of the agenda: Member of the Board of Directors of the Company V.V. Pivovarov and representative of independent consulting firm Ernst & Young (CIS) B.V. Ye. S. Ukhova.

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


AGENDA OF THE MEETING:


  1. On approval of the Action Plan of the Board of Directors of PJSC "RusHydro" for the 2nd half of 2016.
  2. On interim results of implementation of the Company's Business Plan for 2016 taking into account actual figures for the 1st half of 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive Procurement Plan for the 1st half of 2016).
  3. On consideration of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2016-2020 and amendments to Annex 2 to the Company’s Business Plan for 2016-2020 in terms of the target value of KPI Return on equity (ROE).
  4. On approval of a report on implementation of the Innovation Development Program of PJSC "RusHydro" for 2011-2015 with an outlook for 2021 in 2015.
  5. On the Company's priority activities.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the Action Plan of the Board of Directors of the Company for the 2nd half of 2016.


Heard: Member of the Board, First Deputy General Director A. V. Kazachenkov

Speakers: Yu.P. Trutnev, V.M. Kravchenko


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 vote:

To approve the Action Plan of the Board of Directors of PJSC "RusHydro" for the 2nd half of 2016 (Annex 1).


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 2: On interim results of implementation of the Company's Business Plan for 2016 taking into account actual figures for the 1st half of 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive Procurement Plan for the 1st half of 2016).


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

Speakers: Yu.P. Trutnev, M.S. Bystrov, S.N. Ivanov, V.M. Kravchenko, 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 vote:

2.1. To approve the report on interim results of implementation of the Company's Business Plan for 2016 taking into account actual figures for the 1st half of 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities) and the Annual Comprehensive Procurement Plan for the 1st half of 2016) (Annex 2).

2.2. To instruct Chairman of the Management Board - General Director of PJSC "RusHydro" N. G. Shulginov to analyse the feasibility of amending the Company's Business Plan for 2016 and report by 31.10.2016 to Chairman of the Board of Directors of the Company Yu. P. Trutnev.


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3: On consideration of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2016-2020 and amendments to Annex 2 to the Company's Business Plan for 2016-2020 in terms of the target value of KPI "Return on equity (ROE)".


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

Speakers: Yu.P. Trutnev, A.D. Avetisyan, M.S. Bystrov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. D. Rogalyov, 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 vote:

3.1. To consider the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2016-2020 (Annex 3).

3.2. To instruct Chairman of the Management Board - General Director of PJSC "RusHydro" N. G. Shulginov to analyse the feasibility of amending the Regulation on business planning system of PJSC "RusHydro" and report by 31.10.2016 to Chairman of the Board of Directors of the Company Yu. P. Trutnev.


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 4: On approval of the report on implementation of the Innovation Development Program of PJSC "RusHydro" for 2011-2015 with an outlook for 2021 in 2015.


Heard: Deputy Director General for the Far East S.N. Tolstoguzov.


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


The draft resolution put to vote:

To defer consideration of the issue to a later date.


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 5: On the Company's priority activities.


Item 5.1: On progress in implementing RES projects.


Heard: Member of the Board, Deputy Director General for the Far East S.N. Tolstoguzov

Speakers: Yu.P. Trutnev, V.M. Kravchenko, A.O. Chekunkov, 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 vote:

5.1.1. To consider the Report on progress in implementing RES projects in the Far East (Annex 4).

5.1.2. To instruct Chairman of the Management Board - General Director of PJSC "RusHydro" N.G. Shulginov to ensure the completion of the RES Program in the Far East with the participation of JSC "Fund for the Development of the Far East and Trans-Baikal Region" and ensure that the RES Program in the Far East is submitted for consideration of the Board of Directors of PJSC "RusHydro" by 31.03.2017.


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.

CONFIDENTIAL


Item 5.2: The item and the decision made are of confidential nature.


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 5.3: On the status of implementation of priority projects on the construction of four 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).


Heard: Member of the Board, Deputy Director General for the Far East S.N. Tolstoguzov

Speakers: Yu.P. Trutnev, S.N. Ivanov, V.M. Kravchenko, N.D. Rogalyov, 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 vote:

5.3.1. To consider information about the status of implementation of priority projects on the construction of four 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 30.06.2016 (Annex 6).

5.3.2. To instruct Chairman of the Management Board - General Director of PJSC "RusHydro" N.G. Shulginov to work out by 31.10.2016 and submit for consideration of the Board of Directors of the Company proposals for improving the implementation and control of capital construction of four 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)), and a proposal regarding personal responsibility of managers who are in charge of capital construction of four 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).


Voting results:

"For" - 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.




Chairman

of the Board of Directors
Yu.P. Trutnev

Corporate SecretaryM.V. Zavalko
                          

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