Minutes of 04.10.2018 №276

MINUTES NO. 274

MEETING OF THE BOARD OF DIRECTORS

Date and time of the meeting of the Board of Directors:

October 2, 2018, 11:00 a.m.

(Moscow time)

Minutes date:

October 4, 2018

Form of the meeting:

Joint attendance

Place of vote count:

W2 Krasnopresnenskaya Naberezhnaya (the building of the Russian Government), 6th floor, front desk/room 6-106 (entrance 20), Moscow

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors who took part in voting:

M. S. Bystrov

P. S. Grachev

S. N. Ivanov

V. M. Kravchenko

P. A. Livinskiy

M. A. Rasstrigin

N. D. Rogalev

Yu. P. Trutnev

S. V. Shishin

A. N. Shishkin

N. G. Shulginov

The meeting of the Board of Directors of RusHydro was personally attended by the Chairman of the Board of Directors Yu. P. Trutnev and the following members of the Board of Directors: M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, and N. G. Shulginov.


The following members of the Board of Directors of RusHydro submitted their opinion in writing: S. V. Shishin, A. N. Shishkin.[1]

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.


Attending nonmembers: A. V. Kazachenkov, S. A. Kirov, S. S. Koptyakov, N. O. Filippova.

Corporate Secretary of RusHydro: N. G. Kovaleva.


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

The Chairman of the Company's Board of Directors Yu. P. Trutnev opened the meeting in praesentia.


 

AGENDA OF THE MEETING:

 

  1. Approval of the interim results of the fulfillment of the Company's Business Plan for 2018 with regard to the actual results for H1 2018 (including the report on the fulfillment of the Investment Program, inter alia, the Complex Modernization Program for Generating Facilities, for H1 2018).
  2. Adjustment of the Company's Business Plan (including the Investment Program) for 2018.
  3. Adjustment of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2018 and approval of the adjusted Target Annual Key Performance Indicators of the members of the Company's Management Board for 2018.
  4. Introduction of amendments to the Methodology for the Calculation and Assessment of the Annual Key Performance Indicators of the members of the Company's Management Board.

 

 

DISCUSSION OF ITEMS AND VOTING RESULTS:


 

Item 1: Approval of the interim results of the fulfillment of the Company's Business Plan for 2018 with regard to the actual results for H1 2018 (including the report on the fulfillment of the Investment Program, inter alia, the Complex Modernization Program for Generating Facilities, for H1 2018).


 

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


 

Draft resolution put to vote:


To confirm the interim results of the fulfillment of the Company's Business Plan for 2018 with regard to the actual results of H1 2018 (including reports on the fulfillment of the Investment Program (including the Complex Modernization Program for Generating Facilities) for H1 2018) (Schedule No. 1 to the Minutes).


 

Voting results:


For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)


Against: 0


Abstained: 0


According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who are taking part in the meeting.


 

Resolution adopted.


 

 

Item 2: Adjustment of the Company's Business Plan (including the Investment Program) for 2018.


 

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


 

Draft resolution put to vote:

  1. To approve the Company's Adjusted Business Plan for 2018 (Schedule No. 2 to the Minutes).
  2. To approve RusHydro's Adjusted Investment Program for 2018 (Schedule No. 2 to the Company's Adjusted Business Plan for 2018).
  3. To approve planning data on RusHydro's investment projects and on new construction facilities of its subsidiaries that are taken into account for the purpose of calculating the performance indicator of RusHydro Management Board members "Compliance with the Capacity Commissioning Schedule and the Financing and Utilization Plan, %" for 2018 (Schedule No. 2a to the Company's Adjusted Business Plan for 2018).

 

Voting results:


For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)


Against: 0


Abstained: 0


 

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who are taking part in the meeting.


 

Resolution adopted.


 

 

Item 3: Adjustment of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2018 and approval of the adjusted Target Annual Key Performance Indicators of the members of the Company's Management Board for 2018.


 

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


Speakers: V. M. Kravchenko, M. S. Bystrov, N. D. Rogalev, N. G. Shulginov, Yu. P. Trutnev.


 

Draft resolution put to vote:

  1. To approve the Adjusted Consolidated Business Plan (including the Consolidated Investment Program) of RusHydro Group for 2018 (Schedule No. 3 to the Minutes).
  2. To approve the adjusted Target Annual Key Performance Indicators of the members of the Company's Management Board for 2018 (the KPIs "Return on Equity (ROE), %", "Earnings before Interest, Tax, Depreciation, and Amortization (EBITDA), RUB million", and "Labor Productivity, RUB thousand/man-hours") (Schedule No. 4 to the Minutes).

 

Voting results:


For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)


Against: 0


Abstained: 0


 

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who are taking part in the meeting.


 

Resolution adopted.


 

 

Item 4: Introduction of amendments to the Methodology for the Calculation and Assessment of the Annual Key Performance Indicators of the members of the Company's Management Board.


 

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


Speakers: M. S. Bystrov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, P. S. Grachev, N. G. Shulginov, Yu. P. Trutnev.


 

Draft resolution put to vote:


To instruct the Management Board of the Company, considering the discussion that has taken place, to finalize proposals for the adjustment of the Methodology for the Calculation and Assessment of the Annual Key Performance Indicators and to submit them for reconsideration by the Board of Directors of the Company.


 

Voting results:


For: 8 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev)


Against: 1 (N. G. Shulginov)


Abstained: 0


 

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who are taking part in the meeting.


 

Resolution adopted.


 

Furthermore, during the discussion of the agenda items, the Chairman of the Board of Directors Yu. P. Trutnev instructed the Company's Management Board to submit an analysis of the effectiveness of the nondeliverable equity forward contract concluded with VTB Bank (PJSC) and a report on events held and planned in the framework of RusHydro Group's Value Increase Plan for the consideration of the Strategy Committee under the Board of Directors by November 15, 2018.


Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva


 

[1] Due to the amendment of the draft resolution on agenda item No. 4 during the meeting, the written opinions of S. V. Shishin and A. N. Shishkin were taken into account when summing up the voting results only with regard to agenda items Nos. 1–3.

 

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