Minutes of 26.10.2018 №278

MINUTES NO. 278

MEETING OF THE BOARD OF DIRECTORS

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

October 24, 2018, 02:00 p.m.

(Moscow time)

Minutes date:

October 26, 2018

Form of the meeting:

joint attendance

Place of vote count:

2 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:

A. D. Avetisyan

M. S. Bystrov

P. S. Grachev

S. N. Ivanov

V. M. Kravchenko

P. A. Livinskiy

V. V. Pivovarov

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: A.D. Avetisyan, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, and N. G. Shulginov.


The following members of the Board of Directors of RusHydro submitted their opinion in writing: M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, M. A. Rasstrigin, S. V. Shishin, A. N. Shishkin, P. A. Livinskiy.


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: B. B. Bogush, I. A. Zadvornov, A. V. Kazachenko, S. A. Kirov, S. S. Koptyakov, Yu. V. Pukha, D. I. Rizhinashvili, G. V. Sidorov, N. O. Filippova.


Corporate Secretary of RusHydro: N. G. Kovaleva.


Speaker on Item 1 of the agenda: member of the Management Board and First Deputy General Director of the Company D. I. Rizhinashvili.


Speaker on Items 2 and 3 of the agenda: member of the Management Board and First Deputy General Director of the Company A. V. Kazachenkov.


Yu. P. Trutnev, Chairman of the Board of Directors of the Company, opened the meeting in presentia.


AGENDA OF THE MEETING:


  1. Priority areas of the Company's activities:

1.1. Consideration of the results of comparing the level of technological development and the values of key performance indicators of innovative activities of RusHydro Group with the level of development and indicators of similar leading companies.

  1. Approval of the Report on progress in the implementation of the Action Plan for the sale of non-core assets of the Company for Q2 and Q3 2018.
  2. Considering matters of significance to the Company:

3.1. Execution of instructions received in the course of the Annual General Meeting of the Company's Shareholders on June 27, 2018.


DISCUSSION OF ITEMS AND VOTING RESULTS:


Item 1: Priority areas of the Company's activities:

Consideration of the results of comparing the level of technological development and the values of key performance indicators of innovative activities of RusHydro Group with the level of development and indicators of similar leading companies.


Heard: Member of the Management Board, First Deputy General Director D. I. Rizhinashvili

Speakers: V. V. Pivovarov, S. N. Ivanov, N. D. Rogalev, G. V. Sidorov, N. G. Shulginov, B. B. Bogush, Yu. P. Trutnev.


Draft of resolution put to vote:

  1. To take note of the Report on comparison of the level of technological development and the values of key performance indicators of the innovative activities of RusHydro Group with the level of development and indicators of similar leading companies (Schedule No. 1 to the Minutes).
  2. To consider fulfilled in time:
  • Clause 1 of the Resolution of the Company's Board of Directors on Item 4.4 (Minutes No. 263 dated December 28, 2017, as amended by Minutes No. 271 dated June 1, 2018, hereinafter referred to as the "Resolution") in terms of comparing the level of technological development and the values of key performance indicators of the innovative activities of RusHydro Group and the indicators of similar leading companies;
  • Item 2 of the Resolution regarding the submission of the results of comparing the level of technological development, proposals for updating the innovative development program and the long-term development program, and proposals for the composition and values of the integral key performance indicator for 2019 to the Ministry of Economic Development and the Ministry of Energy of Russia.
  1. To shift the deadline for fulfillment of paragraph 2 of the Resolution in terms of submitting the results of a comparison of the level of technological development to the Board of Directors of the Company after receiving approval of the comparison results by the Interdepartmental Commission for Technological Development of the Presidium of the Presidential Council for Economic Modernization and Innovative Development of the Russian Federation, but not later than March 31, 2019.

Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov);

Against: 0;

Abstained: 1 (V. M. Kravchenko).

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 take part in the meeting.


Resolution adopted.


Furthermore, during the discussion of the agenda items, the Chairman of the Board of Directors Yu. P. Trutnev ordered the Company Management Board:

  1. To submit a list of problematic issues regarding the activity of RusHydro (creation of cost recovery conditions for the PSHPP, introduction of guaranteed return on investment mechanisms and establishment of long-term tariffs in the FEFD, etc.) requiring the participation of the Government of the Russian Federation to the Chairman of Board of Directors within a month.
  2. To submit proposals by the end of 2018 for the establishment of a competence center of RusHydro on Russky Island.

Item 2: Approval of the Report on progress in the implementation of the Action Plan for the sale of non-core assets of the Company for Q2 and Q3 2018.


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

Speakers: A. D. Avetisian, Yu. P. Trutnev.


Draft of resolution put to vote:

  1. Note the work that has been done by the Company on the sale of non-core assets and optimization of the structure of the RusHydro Group for 3 years.
  2. Approve the Report on the implementation of the Action Plan for the sale of non-core assets of RusHydro for Q2 and Q3 2018 (Schedule No. 2 and No. 3 to the Minutes).
  3. Introduce the following changes to the Register of Non-Core Assets of the Company approved by the decision of the Board of Directors of the Company dated December 28, 2017 (Minutes No. 263):

- include the Verhne-Narynskye HPP CJSC facility with the method of disposal "sale";

- change the planned method of disposal of the Technopark Rumyantsevo JSC facility from "preservation" to "liquidation".

  1. Introduce the following changes to the Action Plan for the Sale of Non-Core Assets of RusHydro for Q4 2017 – 2018, approved by the resolution of the Board of Directors of the Company dated December 28, 2017 (Minutes No. 263):

- change the deadline for the sale of IESK JSC to Q4 2019;

- change the deadline for the liquidation of HydroEngineering Siberia JSC to Q1 2019;

- change the deadline for gratuitous transfer (donation) of railway infrastructure to Izvestkovaya-Chegdomyn railroad (1/6 of the share accounting for 78 facilities) to Q1 2019.

  1. The Management Board of the Company is instructed to initiate adjustment of the Directives of the Government of the Russian Federation No. 7601p-P13 dated October 7, 2016, in terms of payment for the authorized capital of SNRG LLC only with shares of Malaya Dmitrovka JSC.

Voting results:

For: 13 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V.M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, 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 take part in the meeting.


Resolution adopted.


Item No. 3: Considering matters of significance to the Company: Execution of instructions received in the course of the Annual General Meeting of the Company's Shareholders on June 27, 2018.


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

Speakers: N. D. Rogalev, Yu. P. Trutnev.


Draft of resolution put to vote:

To take note of information on progress of execution of the instructions received in the course of the annual General Meeting of the Company's Shareholders on June 27, 2018 (Schedule No. 4 to the Minutes).


Voting results:

For: 13 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V.M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, 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 take part in the meeting.


Resolution adopted.

 

Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva
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