Minutes of 26.10.2018 №279

MINUTES NO. 279

MEETING OF THE BOARD OF DIRECTORS

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

October 25, 2018, 06:00 p.m.

(Moscow time)

Minutes date:

October 26, 2018

Form of the meeting:

absentee voting

Place of vote count:

7 Malaya Dmitrovka St., 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

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.


MEETING AGENDA:

  1. Participation in other organizations.
  2. Considering matters of significance to the Company.
  3. Implementation of the Long-Term Development Program of RusHydro Group.
  4. Execution of transactions.
  5. Determining the position of the Company (the Company's representatives) regarding the agenda items of the management bodies of subsidiary business entities.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No.1: Participation of the Company in other organizations: Termination of the Company's participation in other organizations.


It is resolved:

To terminate participation of the Company in Organizer of construction of Boguchanskaya HPP JSC and Customer of the construction of Boguchanskaya HPP CJSC through their voluntary liquidation.


Voting results:

For: 13 (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: 0.

According to Clause 15.6 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a 2/3 majority vote of the members of the Board of Directors who take part in the meeting.


Resolution adopted.


Item 2: Considering matters of significance to the Company:

2.1. Intellectual property rights management:

2.1.1. Conducting inventory of rights to intellectual activity results with a view to organizing subsequent actions to ensure the legal protection of identified results the rights to which belong to RusHydro Group companies, entering the rights to such results on the balance sheet as intangible assets for their subsequent economic use and, if necessary, assessing the value of the rights to such results.


It is resolved:

To instruct the Chairman of the Management Board and General Director of the Company N. G. Shulginov to ensure:

  1. The conduct of an inventory of the rights to intellectual activity results belonging to RusHydro Group companies by November 30, 2018.
  2. Development and approval by the order of RusHydro of an Action Plan to ensure the legal protection of identified intellectual activity results the rights to which belong to RusHydro Group companies, the entry of rights to such results on the balance sheet as intangible assets for their subsequent economic use and, if necessary, assessment of the value of the rights to such results by December 31, 2018.

Voting results:

For: 13 (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: 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.


2.1.2. On approval of the Program for Management of Rights to Intellectual Activity Results in RusHydro Group.


It is resolved:

  1. To approve the Program for Management of Rights to Intellectual Activity Results in RusHydro Group (hereinafter, the “Program”) (Schedule No. 1 to the Minutes).
  2. To instruct the Chairman of the Management Board and General Director of Company N. G. Shulginov to ensure the publication and the subsequent update of information on the implementation of the Program on the Interdepartmental State Property Management Portal.

Voting results:

For: 13 (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: 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.


2.2. Status of the implementation of priority projects for the construction of 3 facilities in the Far East (Yakutskaya GRES-2 (1st Stage), CHP in Sovetskaya Gavan, Sakhalin GRES-2 (1st Stage) as of June 30, 2018.

 

It is resolved:

To take into account the information on the status of implementation of priority projects for the construction of 3 facilities in the Far East (Yakutskaya GRES-2 (1st Stage), CHP in Sovetskaya Gavan, Sakhalin GRES-2 (1st Stage) as of June 30, 2018 (Schedule No. 2 to the Minutes).


Voting results:

For: 13 (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: 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.


Confidential


2.3. Confidential


Resolution adopted.


Item No. 3: Implementation of RusHydro Group's Long-Term Development Program:

3.1. Progress of implementation of RusHydro Group's Long-term Development Program in 1H 2018.


It is resolved:

To take into account the information on the progress of implementation of RusHydro Group's Long-Term Development Program in 1H 2018 (Schedule No. 3 to the Minutes).


Voting results:

For: 13 (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: 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.


3.2. Approval of the Terms of Reference for conducting the audit of the implementation of RusHydro Group's Long-Term Development Program for 2018, 2019 and 2020.


It is resolved:

To approve the Terms of Reference for conducting the audit of the implementation of RusHydro Group's Long-Term Development Program for 2018, 2019 and 2020 (Schedule No. 4 to the Minutes).


Voting results:

For: 13 (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: 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.


3.3. Consideration of the Long-Term Program for Replacement of Retired Capacities and the Development of Far East Energy Systems.


It is resolved:

To take into account the Long-Term Program for Replacement of Retired Capacities and the Development of Far East Energy Systems (Schedule No. 5 to the Minutes).


Voting results:

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

Against: 1 (M. A. Rasstrigin)

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 are taking part in the meeting.


Resolution adopted.


The minority opinion of the member of the Company's Board of Directors M. A. Rasstrigin on agenda item No. 3.3 is attached to the Minutes.


3.4. Amendments to RusHydro Group's Long-Term Development Program.


It is resolved:

  1. To supplement RusHydro Group's Long-Term Development Program for the period of 2018—2022 with activities pursuant to Decree of the President of the Russian Federation No. 204 dated May 7, 2018 “On the national goals and strategic objectives of the development of the Russian Federation for the period until 2024” (Schedule No. 6 to the Minutes).
  2. To approve changes in key performance indicators of RusHydro Group's Long-term Development Program for 2018 (KPI “Return on Equity (ROE)”, “Earnings before Interest, Tax and Depreciation Expenses (EBITDA)”, “Labor productivity, thousand rubles/man-hour” in accordance with the update of the annual key performance indicators of the members of the Company's Management Board (Schedule No. 7 to the Minutes).

Voting results:

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

Against: 1 (M. A. Rasstrigin)

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.


The minority opinion of the member of the Company's Board of Directors M. A. Rasstrigin on agenda item No. 3.4 is attached to the Minutes.


Confidential


Item No. 4: Execution of transactions

4.1. Confidential


Resolution adopted.


Item No. 5: Determining the position of the Company (representatives of the Company) on the agenda items of the management bodies of subsidiary economic entities:

5.1. Determining the position of the Company (representatives of the Company) on the agenda items of the management bodies of subsidiary economic entities: Liquidation of Organizer of construction of Boguchanskaya HPP JSC.


It is resolved:

Instruct the representatives of the Company in the managing bodies of Organizer of construction of Boguchanskaya HPP JSC, with regard to the item related to the liquidation of Organizer of construction of Boguchanskaya HPP JSC, to vote “FOR”:

  • adoption of a resolution on the liquidation of Organizer of construction of Boguchanskaya HPP JSC;
  • adoption of resolutions related to the liquidation of Organizer of construction of Boguchanskaya HPP JSC considered in accordance with the Articles 61–64 of the Civil Code of the Russian Federation and Articles 21–24 of Federal Law No. 208-FZ dated December 26, 1995 “On Joint-Stock Companies”.

Voting results:

For: 13 (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: 0.

According to Clause 15.6 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a 2/3 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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