Minutes of 13.10.2017 №258

MINUTES № 258

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):

October 11, 2017, 6:00 p.m

(Moscow time).

Date of drawing up the Minutes:

October 13 , 2017

Form of the meeting:

absentee voting

Place of counting the votes:

1st floor, Yenisey Hall, 7 Malaya Dmitrovka Street, 7 Malaya Dmitrovka, Moscow.

Number of elected members of the Board of Directors:

13 persons.

Voting members of the Board of Directors:

M.S. Bystrov,

P.S. Grachev,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N.R. Podguzov,

N.D. Rogalev,

Yu.P. Trutnev,

A.O. Chekunkov,

S.V. Shishin,

N.Shulginov

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.


AGENDA
OFTHEMEETING:

  1. On provision of information to the Ministry of Economic Development of the Russian Federation about the possession of the assets located on the territory of the Russian Federation through the foreign legal entities.
  2. On approval of a Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2017-2019.
  3. On the implementation of the Long-Term Development Program of RusHydro Group for the 1st half of 2017.
  4. On determination of the Company’s priority areas of activity.


RESULTS OF THE VOTING ON AGENDA ITEMS:

Item 1 On provision of information to the Ministry of Economic Development of the Russian Federation about the possession of the assets located on the territory of the Russian Federation through the foreign legal entities.


Resolution
:

The Chairman of the Board of Directors – Director General of the Company shall provide:

1. The sending of information to the Ministry of Economic Development of the Russian Federation about the possession by the PJSC RusHydro of the assets, locating on the territory of the Russian Federation through the foreign legal entities within 10 cakendar days from the date of making of this decision.

2. Annualy sending of information for reporting period to the Ministry of Economic Development of the Russian Federation, which is specisied in c.1 of this decision, within 30 calendar days from the date of the end of reporting year.


Results
of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 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 a Supplementary agreement (standard) to the Collective agreement of PJSC RusHydro Branch for 2017-2019.


Resolution:

1. To approve the Supplementary agreement to the standard Collective agreement of PJSC RusHydro Branch for 2017-2019 (Annex No.1 to the Minutes of the Meeting).

2. The Chairman of the Board – Director General of the Company N.G. Shulginov shall provide the conclusion of suplplementary agreemetns to the current collective agreements of PJSC RusHydro Branch for 2017-2019 in accordance with the Supplementary agreement to the standard Collective agreement of PJSC RusHydro Branch for 2017-2019 in accordance with the procedure established by the Labour Code of the Russian Federation.


Results of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item No. 3: On the implementation of the Long-Term Development Program of RusHydro Group for the 1st half of 2017.


Resolution:

To take note of information about implementation progress of Long-Term Development Program of RusHydro Group for the 1st half of 2017 (Annex No.2 to the Minutes of the Meeting).


Results
of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4: On determination of the Company’s priority areas of activity.


Item 4.1. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk GRES (thermal power plant) -2 (the 1st stage), the 2nd stage of Blagoveshchenskaya combined heat and power plant (CHPP), CHPP in Sovetskaya Gavan, Sakhalin GRES (thermal power plant) -2 (the 1st stage).


Resolution:

To take note of information about the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk Thermal Power Plant-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya Combined Heat and Power Plant, Combined Heat and Power Plant in Sovetskaya Gavan, Sakhalin Thermal Power Plant-2 (the 1st stage) as of December 31, 2016 (Appendix No. 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, S.V. Shishin, N.G. Shulginov).

“Against" — 1 (V.M. Kravchenko).

‘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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.2:
On obtaining funding for the project: “The development of 220 kV Maia substation and the construction of Megino power line overhangs – Kangalassky District, Sakha Republik (Yakutia)”.


Resolution:

1. For the purposes of timely investment project implementation: «The execution of works of second stage of implementation of the project: “The development of 220 kV Maia substation and the construction of Megino power line overhangs – Kangalassky District, Sakha Republik (Yakutia)” for connection of electrical installations of PJSC Yakutskenergo, Sakha Republik (Yakutia) (double circuits 110 kV – 13.16 km, double circuit – 35 kV – 6.67 km and single-circuit – 35 kV – 6.67 km) to electricity networks of JSC FGS UES (hereinafter referred to as the “Project”) to instruct the Chairman of the Board – Director General of the Company to provide:

1.1. The implementation and funding of the Project through the granting of internal group loan to the PJSC Yakutskenergo in accordance with the c.2 of this decision;

1.2. The submission of tariff application for the relative control period to PJSC Yakutskenergo with mandatory inclusion of Project of expenditures into Required Gross Proceeds of PJSC Yakutskenergo.

2. To approve the following essential terms of the (internal group) Loan Agreement:

Parties to the Loan Agreement:

Borrower – PJSC Yakutskenergo;

Lender – Company.

The subject of Loan Agreement:

The Lender transfers a sum of money (hereinafter the Loan amount) into ownership of the Borrower and the Borrower undertakes to return the Loan amount to the Lender.

The Loan amount:

No more than RUB 385,711,979 (three hundred eighty-five million seven hundred eleven thousand nine hundred seventy-nine) 00 kop.

Repayment period of the Loan:

On demand, but not later than 10 (ten) years from the date of the conclusion of Loan Agreement.

Interest rate for using the loan:

0 % p.a.

Intended use of the loan:

The working capital financing for the provision of expenditure financing of the construction of power line overhangs within the framework of the execution of works of second stage of implementation of the project: “The development of 220 kV Maia substation and the construction of Megino power line overhangs – Kangalassky District, Sakha Republik (Yakutia)” for connection of electrical installations of PJSC Yakutskenergo, Sakha Republik (Yakutia) (double circuits 110 kV – 13.16 km, double circuit – 35 kV – 6.67 km and single-circuit – 35 kV – 6.67 km) to electricity networks of JSC FGS UES.

Terms of the Loan granting:

non-renewable tranches based on the application of the Borrower.

Conditions for early repayment of the loan:

The Borrower has the right to fully or partially repay the loan ahead of schedule.


Results of voting:

‘In favour’ — 10 (P.S. Grachev, S.N. Ivanov, V.M. Kravchenko., V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov);

‘Against’ — 0;

"Abstain" — 1 (M.S. Bystrov).

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 4.3.:
On approval of the Supplementary agreement No.4 to the Contract of budget funding provision No.01-08/827dated December 18, 2012.


Resolution:

To approve the conclusion of Supplementary agreement No.4 (hereinafter referred to as the “Supplementary agreement”) to the Contract of budget funding provision No.01-08/827 dated December 18, 2012 (hereinafter referred to as the “Contract”) on the following terms and conditions:

Parties to the Supplementary Contract:

The Company, Federal Agency for the Administration of State Property, Ministry of Energy of the Russian Federation.

Subject of the Supplementary agreement:

Entering of the following changes into the Agreement:

1. The change of the the commissioning time of CHP in Sovetskaya Gavan from the year 2017 to the year 2019, Sakhalin GRES (thermal power plant) -2 (the 1st stage) from the year 2017 to the year 2018 (I sconstruction stage: power input – 60 MW, 18,2 Gcal-hr, II construction stage: power input – 60 MW), Yakutskaya GRES (thermal power plant) -2 (the 1st stage) from the year 2016 to the year 2017.

2. The cost increase of construction of Yakutskaya GRES (thermal power plant) -2 for the cost of additional works of the 1st stage of construction of Yakutskaya GRES (thermal power plant) -2 (the 1st stage) at prices of the 3rd quarter 2013 and 4th quarter 2016, which according to the report of FAI State Expert Evaluation Department of Russian Federation on inspection of estimated cost of an object No. 437-17/ГГЭ-8547/10 dated April 26, 2017 is equal to RUB
5,138,572,950 (five billion one hundred thirty-eight million five hundred seventy-two nine hundred fifty) 00 kop VAT inclusive.

3. The change of daily penalty amount for non-fulfillment by the Company of its obligations for putting into operation of the objects within the target time from RUB 0,5 million to RUB 0,75 million.


Results
of voting:

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

‘Against’ — 0;

‘Abstained’ — 1 (N.R. Podguzov).

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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.4.:
On interim results of implementation of the Company's Business Plan for 2017 taking into account actual figures for the 1st half of 2017 (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 2017).


Resolution:

To approve the report on interim results of implementation of Business Plan for 2017 taking into account actual figures for the 1st half of 2017 (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 2017) (Appendix 4 to the Minutes).


Results of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.5.: On correction of Business Plan of the Company 2017.


Resolution
:

1. To approve the corrected Business Plan of the Company 2017 (Annex No.5 to the Minutes of Meeting).

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

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).


Results of voting:

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

‘Against’ — 1 (N.R. Podguzov).

‘Abstained’ — 1 (V.M. Kravchenko).

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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.6.: On organization of work with incidental assets.


Resolution:

To instruct Chairman of the Management Board -– Chief Executive Officer of PJSC ‘RusHydro’ N.G. Shulginov:

1. Amending of the Labour Agreement with the sole executive body of the Company in the part of inclusion in contract of provisions on personal responsibility for untimely placing of information or placing of incorrect information about the disposition of non-core assets of PJSC RusHydro on the Interdepartmental Portal for the Management of State Property by November 01, 2017;

2. Carrying-out of an analysis of non-core assets disposition program and the Register of non-core assets of the Company (hereinafter regerred to as the “Program and Register”) for compliance with the methodic recommendations for identification and disposition of non-core assets, approved by the Decree of Russian Government No. 894-р dated May 10, 2017;

3. Submission by the Board of Directors of the Company of the updated Program and Register (if required) for approval, by January 01, 2018.


Results of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item
4.7: On performance of key efficiency indicators of PJSC RusHydro for 2016.


Resolution
:

To approve the report on performance of key efficiency indicator: “Integrated KEI of innovative activity, %” of PJSC RusHydro for 2016 (Annex No.6 to the Minutes of Meeting).


Results of voting:

‘In favour’ – 11 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalev, Yu.P. Trutnev, A.O. Chekunkov, S.V. 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 simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva

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