Minutes of 20.04.2017 №252

MINUTES No. 252

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 19, 2017, 5:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

April 20, 2017

Form of meeting:

joint attendance.

Place 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.

The Members of the Board of Directors

who participated in the voting:

M.S. Bystrov,

P.S. Grachyov,

S.N. Ivanov,

V.V. Pivovarov,

N.R. Podguzov,

N.D. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov,

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, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov., N.G. Shulginov, A.O. Chekunkov

Member of the Board of Directors of PJSC RusHydro A.N. Shishkin has submitted his 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.


Invitees:

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

The speaker on the Items 1-4 of the agenda is Member of the Management Board, First Deputy Chief Executive Officer S.A. Kirov

The speaker on the Items 5 of the agenda is Member of the Management Board, First Deputy Chief Executive Officer Rizhinashvili D.I.


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. To approve the report on implementation of the Company’s Business Plan for 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 2016 and the Report on implementation of a set of measures (list of measures) to reduce operating costs (costs) for 2016.

2. On consideration of the report on the implementation of the consolidated business plan (including the consolidated Investment Program) of the RusHydro Group for 2016.

3. On compliance with the Key Performance Indicators by PJSC RusHydro for the 4th quarter of 2016 and for 2016.

4. On consideration of the consolidated Business Plan (including the consolidated Investment Program) of the RusHydro Group for 2017-2021 and approval of the Target values for the annual key performance indicators of members of the Management Board of PJSC RusHydro for 2017 and Target values of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro of the first cycle for 2017-2019.

5. On the Company's priority activities:

5.1 On the possibility of participating in the construction project of the Taishet aluminium plant.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: To approve the report on implementation of the Company’s Business Plan for 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 2016 and the Report on implementation of a set of measures (list of measures) to reduce operating costs (costs) for 2016.

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

Speakers: Yu.P. Trutnev, N.P. Podguzov.


The draft of resolution put to vote:

To approve the report on implementation of the Company’s Business Plan for 2016 (including reports on implementation of the Investment Program (in particular, the Comprehensive Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 2016 and the Report on implementation of a set of measures (list of measures) to reduce operating costs (costs) for 2016 (Annex 1 to the Minutes).


Results of voting:

‘In favour’ – 10 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0

“Abstain” — 0.

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


The resolution has been adopted.


Item 2: On consideration of the report on the implementation of the consolidated business plan (including the consolidated Investment Program) of the RusHydro Group for 2016.

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

Speakers: Yu. P. Trutnev, N.D. Rogalev, M.S. Bystrov, A.O. Chekunkov, P.S. Grachev, S.N. Ivanov, V.V. Pivovarov.


The draft of resolution put to vote:

To consider the report on implementation of consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2016 (Appendix 2 to the Minutes).


Results of voting:

‘In favour’ – 10 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0

“Abstain” — 0.

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


The resolution has been adopted.


In addition to this, in frames to of the discussion of the issue, the Chairman of the Board of Directors, Trutnev Yu.P. instructed:

  1. The Audit Committee under the Board of Directors of PJSC RusHydro shall conduct an analysis of the current system of selection of credit institutions for the purpose of placing funds (including the analysis of the situation with JSCB Peresvet JSC), and submit proposals for improving this system.
  2. Management of JSC RusHydro shall improve the quality of planning, as well as optimize the format for presenting information to the meetings of the Board of Directors on the issues of summing up the Companys activities for the reporting periods.


Item No. 3: On compliance with the Key Performance Indicators by PJSC RusHydro for the 4th quarter of 2016 and for 2016.

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

Speakers: Yu. P. Trutnev, V.V. Pivovarov, S.N. Ivanov, A.O. Chekunkov


The draft of resolution put to vote:

To approve the report on compliance with PJSC RusHydro Key Performance Indicators for the 4th quarter of 2016 and 2016 (Appendix 3 to the Minutes).


Results of voting:

‘In favour’ – 10 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0

“Abstain” — 0.

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


The resolution has been adopted.


Item 4: On consideration of the consolidated Business Plan (including the consolidated Investment Program) of the RusHydro Group for 2017-2021 and approval of the Target values for the annual key performance indicators of members of the Management Board of PJSC RusHydro for 2017 and Target values of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro of the first cycle for 2017-2019.

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

Speakers: Yu. P. Trutnev, N.R. Podguzov, N.G. Shulginov, M.S. Bystrov, V.V. Pivovarov, N.D. Rogalyov


The draft of resolution put to vote:

To defer consideration of the issue to a later date.


Results of voting:

‘In favour’ – 8 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov).

‘Against’ - 1 (N.G. Shulginov)

“Abstain” — 0.

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


The resolution has been adopted.


Item 5: On the Company's priority activities:

5.1 On the possibility of participating in the construction project of the Taishet aluminium plant.

Heard: Member of the Board, First Deputy Chief Executive Officer D.I. Rizhinashvili.

Speakers: M.S. Bystrov, Yu. P. Trutnev, N.G. Shulginov V.V. Pivovarov, S.N. Ivanov


The draft of resolution put to vote:

To take into consideration the information on the Program of Development of the Far-East RES (Appendix 4 to the Minutes).


Results of voting:

‘In favour’ – 9 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, N.G. Shulginov).

‘Against’ — 0

“Abstain” — 0.

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


The resolution has been adopted.

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