Minutes of 28.12.2017 №264

MINUTES № 264

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 26, 2017, 10: 30 a.m.

(Moscow time).

Date of drawing up the Minutes:

28 December 2017

Form of meeting:

joint attendance.

Venue of counting the votes:

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

Number of elected members of the Board of Directors:

13 persons.

The Members of the Board of Directors

who participated in the voting:

A.D. Avetisyan,

M.S. Bystrov,

P.S. Grachev,

V.M. Kravchenko,

V.V. Pivovarov,

N.D. Rogalev,

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 and by the members of the Board of Directors: A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, V.M. Kravchenko (on the agenda item 1), N.D. Rogalev, A.O. Chekunkov, N.G. Shulginov.


Members of the Board of Directors of PJSC RusHydro V.V. Pivovarov, S.V. Shishin and A.N. Shishkin 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.S. Koptyakov, D.I. Rizhinashvili


Corporate Secretary of PJSC RusHydro: N.G. Kovaleva.


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


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


AGENDA OF THE MEETING:


1. On the business plan of PJSC RusHydro for the years 2018 - 2022.

2. On approval of the List of Annual Key Performance Indicators of the members of the Management Board of PJSC RusHydro for 2018, the target values of annual key performance indicators of the members of the Management Board of PJSC RusHydro for 2018.

3. On approval of the Annual Comprehensive Procurement Plan of PJSC RusHydro for 2018.


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1: On the business plan of PJSC RusHydro for the years 2018 - 2022.

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

Speakers: A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, N.D. Rogalyov, N.G. Shulginov, Yu.P. Trutnev.


The draft of resolution put to vote:

1. To approve the business plan of PJSC RusHydro for 2018 (Annex 1 to the Minutes).

2. Approve the investment program of PJSC RusHydro for 2018 (Annex 2 to the PJSC RusHydro business plan for 2018 – 2022);

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 2018 (Annex 2a to the PJSC RusHydro business plan for 2018 – 2022).

4. Take note of the PJSC RusHydro business plan for 2019 – 2022 (Annex 1 hereto) including the Investment Program of PJSC RusHydro for 2019 – 2022 (Annex 2 to the PJSC RusHydro business plan for 2018 – 2022).


Results of voting:

“In favour” - 11 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, V.M. Kravchenko, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.N. Shishin, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0;

‘Abstained’ — 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:

Management Board within preparation for reviewing at a meeting of the Board of Directors in 1 quarter 2018 of the question "About Reviewing of the Consolidated Business Plan (including the Consolidated Investment Program) Groups of RusHydro on 2018 - 2022" to carry out the analysis of financial and economic and investment activities of group of RusHydro and to provide sentences on support of its balance.

Item No. 2: On approval of the List of Annual Key Performance Indicators of the members of the Management Board of PJSC RusHydro for 2018, the target values of annual key performance indicators of the members of the Management Board of PJSC RusHydro for 2018.

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

Speakers: A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, N.D. Rogalyov, N.G. Shulginov, Yu.P. Trutnev.


The draft of resolution put to vote:

1. Approve and give effect to 01.01.2018:

- The list of key performance indicators of the members of the Management Board of PJSC RusHydro for 2018 (Annex 2 hereto).

- Target values of key performance indicators of the members of the Management Board of PJSC RusHydro for 2018 (Annex 3 hereto).

- Target values of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro of the second cycle for 2018 - 2020 (Annex 4 hereto).

- Methodology for calculation and evaluation of key performance indicators of the Long-Term Motivation Program of PJSC RusHydro (Annex 5 hereto).

2. Find out how to rate and evaluate the key accounts for the performance indicators for the 2018 (PAs 1 and 2 points 1 current solutions) produces the results of the tests and assesses the key performance indicators in the field of the Laws of the Russian Federation. of 23.12.2016 (Minutes of 26.12.2016 No 245) with amendments of 18.04.2017 (Minutes of 18.04.2017 No 251).


Results of voting:

“In favour” - 10 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.N. Shishin, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0;

‘Abstained’ — 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 No. 3: On approval of the Annual Comprehensive Procurement Plan of PJSC RusHydro for 2018.

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

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


The draft of resolution put to vote:

Approve the Annual Comprehensive Procurement Plan of PJSC RusHydro for 2018 (Annex 6 hereto).


Results of voting:

“In favour” - 10 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.N. Shishin, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0;

‘Abstained’ — 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.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva

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