Minutes of 26.12.2016 №245

MINUTES No. 245

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):

December 23, 2016, 2: 00 p.m.

(Moscow time).

Date of drawing up the Minutes:

December 26, 2016

Form of the Meeting:

joint attendance.

Venue of counting the votes:

2 Krasnopresnenskaya nab. (building of the Government of the Russian Federation), 6th floor, of. 6-106 (entrance 20), Moscow.

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,

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,

A.N. Shishkin,

N.G. 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: M.S. Bystrov (agenda items 4-6), P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko (agenda items 4-6), V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, S.V. Shishin, N.G. Shulginov, A.O. Chekunkov.


Member of the Board of Directors of PJSC RusHydro A.N. Shishkin has submitted written opinion (on all agenda items).


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


Invitees:

A.V. Kazachenkov, S.A. Kirov, D.I. Rizhinashvili, S.N. Tolstoguzov, S.S. Koptyakov, I.A. Zadvornov, A.Yu. Podgorny.


Speaker on the agenda items 1-4: Member of the Board, First Deputy General Director S.A. Kirov.


Speaker on item 5 of the agenda: Deputy General Director for the Far East S.N. Tolstoguzov.


Speaker on the agenda item 6: Member of the Board, First Deputy General Director A.V. Kazachenkov.


Corporate Secretary of the Company N.G. Kovaleva.


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 business-plan.
  2. On approval of the Annual Comprehensive Procurement Plan of the Company for 2017.
  3. On approval of the report on compliance with Key Performance Indicators of PJSC RusHydro for the 3rd quarter of 2016.
  4. On approval of the List of Annual Key Performance Indicators of the members of the Management Board of PJSC RusHydro for 2017, the target values of annual key performance indicators of the members of the Management Board of PJSC RusHydro for 2017 (including the methodology of calculation and evaluation of key performance indicators of the members of the Management Board of PJSC RusHydro).
  5. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutskaya SDPP-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (the 1st stage).
  6. On approval of the Insurance Protection Program of PJSC RusHydro for 2017.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the Company’s business-plan.


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

Speakers: N.D. Rogalyov, N.R. Podguzov, Yu. P. Trutnev, N.G. Shulginov.


The draft resolution put to vote:

1. Approve the Company’s business plan for 2017 (Annex 1 hereto) formed by taking into account the implementation of measures (Annex 3 to the Company’s business plan for 2017 – 2021) on the Costs Optimization Plan based on results of the independent external costs audit of PJSC RusHydro taking into account its subsidiaries (approved by the Board of Directors on 22.11.2016, the Minutes of 23.11.2016 No. 244).

2. Approve the investment program of PJSC RusHydro for 2017 (Annex 2 to the Company's business plan for 2017 – 2021);

3. Approve the planning data for the objects of investment of PJSC RusHydro and new construction sites of its subsidiaries taken into account for calculating the efficiency index of the members of the Management Board of PJSC RusHydro, “Meeting Schedules of Commissioning of New Facilities and Plan for Financing and Development, %” for 2017 (Annex 2a to the Company's business plan for 2017 – 2021).

4. Take note of the Company's business plan for 2018 – 2021 (Annex 1 hereto) including the Investment Program of PJSC RusHydro for 2018 – 2021 (Annex 2 to the Company's business plan for 2017 – 2021).


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2: On approval of the Annual Comprehensive Procurement Plan of the Company for 2017.


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

Speaker: Yu.P. Trutnev


The draft resolution put to vote:

Approve the Annual Comprehensive Procurement Plan of PJSC RusHydro for 2017 (Annex 2 hereto).


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


In addition, the Chairman of the Board of Directors Yu. P. Trutnev entrusted the Audit Committee of the Board of Directors of PJSC RusHydro (hereinafter — the Committee) with analysing the organization of the Company's electronic procurement procedures.


Item 3: On approval of the report on compliance with Key Performance Indicators of PJSC RusHydro for the 3rd quarter of 2016.


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

Speaker: P.S. Grachyov.


The draft resolution put to vote:

Approve the report on compliance with the Key Performance Indicators for the 3rd quarter of 2016 by PJSC RusHydro (Annex 3 hereto).


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4: On approval of the List of Annual Key Performance Indicators of the members of the Management Board of PJSC RusHydro for 2017, the target values of annual key performance indicators of the members of the Management Board of PJSC RusHydro for 2017 (including the methodology of calculation and evaluation of key performance indicators of the members of the Management Board of PJSC RusHydro).


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

Speakers: V.V. Pivovarov, N.R. Podguzov, Yu. P. Trutnev, S.N. Ivanov, P.S, Grachyov, N.D. Rogalyov, V.M. Kravchenko.


The draft resolution put to vote:

1. Approve and give effect to, as from 01.01.2017:

1.1. The list of key performance indicators of the members of the Management Board of PJSC RusHydro for 2017 (Annex 4 hereto).

1.2. Target values of key performance indicators of the members of the Management Board of PJSC RusHydro for 2017 (Annex 5 hereto).

1.3. Methodology for calculation and evaluation of key performance indicators of the members of the Management Board of PJSC RusHydro (Annex 6 hereto);

1.4. Target values of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro of the first cycle for 2017 - 2019 (Annex 7 hereto).

1.5. Methodology for calculation and evaluation of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro of the first cycle for 2017 - 2019 (Annex 8 hereto).

2. In order to comply with the directives of the Government of the Russian Federation (No. 4955p-P13 of 17.07.2014, No. 1472p-P13 of 03.03.2016, No. 7389p-P13 of 31.10.2014, No. 2303p-13 of 16.04.2015) on ensuring interconnection of reaching key performance indicators of the Long-Term Development Program (hereinafter — LTDP KPIs) and management remuneration entrust Chairman of the Management Board – General Director N.G. Shulginov with amending the list and the methodology of LTDP KPIs of RusHydro Group for 2016-2020 approved by the Company's Board of Directors (Minutes of 23.11.2016 No. 244) in accordance with paragraph 1 of this resolution.

Deadline – 31.03.2017.


Voting results:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


In addition, Chairman of the Board of Directors Yu.P. Trutnev entrusted the Management Board of PJSC RusHydro with submitting proposals for improving the methodology of calculation and evaluation of key performance indicators in terms of meeting schedules of comissioning of new facilities and plan for financing and development to the Board of Directors until 31.03.2017.


Item 5: On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutskaya SDPP-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (the 1st stage).


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

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


The draft resolution put to vote:

Take note of the information about the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutskaya SDPP-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (the 1st stage) (Annex 9 hereto).


Voting results:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


In addition, Chairman of the Board of Directors Yu.P. Trutnev instructed the Management Board to ensure preparation of materials for the meeting in the Government of the Russian Federation chaired by Deputy Prime Minister of Russia — Plenipotentiary Representative of RF President in the Far Eastern Federal District Yu.P. Trutnev on the term of completion of the implementation of priority projects for the construction of facilities in the Far East until 31.01.2017.


Item 6: On approval of the Insurance Protection Program of PJSC RusHydro for 2017.


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

Speakers: V.V. Pivovarov, Yu. P. Trutnev, P.S. Grachyov.


The draft resolution put to vote:

Approve the Insurance Protection Program of PJSC RusHydro for 2017 (Annex 10 hereto).


Voting results:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.

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