Minutes of 27.12.2018 №281

MINUTES NO. 281

OF THE MEETING OF THE BOARD OF DIRECTORS

Date and time of the meeting of the Board of Directors (date and time of the vote count):

December 24, 2018, 6:00 p.m.

(Moscow time)

Date the minutes were drafted:

December 27, 2018

Form of the meeting:

Absentee voting

Place of the vote count:

7 Malaya Dmitrovka St., Moscow.

Number of elected members of the Board of Directors:

13

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.


AGENDA OF THE MEETING:

  1. Approval of the Company's internal documents
  2. The Company's noncore assets
  3. Adjustment of the Company's business plan for 2018–2022 insofar as it concerns the Investment Program of RusHydro for 2018
  4. Approval of the annual complex procurement program of the Company for 2019
  5. Approval of the Insurance Protection Program of the Company for 2019
  6. Consideration of matters of significance to the Company

RESULTS OF VOTING ON AGENDA ITEMS:

Item 1: Approval of the Company's internal documents:

  • Internal documents in the field of the Company's corporate governance

It is resolved:

  1. To take into consideration a report on compliance with the Regulation on the Information Policy of the Company as per Appendix No. 1 hereto.
  2. To approve the latest version of the Regulation on the Information Policy of the Company as per Appendix No. 2 hereto.
  3. To approve the Policy for Shareholding by Members of the Board of Directors and Members of the Management Board in RusHydro and in Entities Controlled by RusHydro as per Appendix No. 3 hereto.
  4. To amend the RusHydro Code of Corporate Ethics approved by decision of the Company's Board of Directors dated April 7, 2016 (Minutes No. 235 dated April 8, 2016), as per Appendix No. 4 hereto.

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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


1.2. Approval of the Standard for Auditing the Implementation of the Long-Term Development Program of RusHydro Group


It is resolved:

To approve the Standard for Auditing the Implementation of the Long-Term Development Program of RusHydro Group (Appendix No. 5 hereto).


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 item 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 2: The Company's noncore assets


It is resolved:

  1. To approve a latest version of the Register of RusHydro's Noncore Assets (Appendix No. 6 hereto).
  2. To approve the Action Plan for the Sale of RusHydro Noncore Assets for 2018 (Q4)–2019 (Appendix No. 7 hereto).

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 item 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 3: Adjustment of the Company's business plan for 2018–2022 insofar as it concerns the RusHydro Investment Program for 2018


It is resolved:

  1. To take into consideration information on the incident at Sakhalinskaya GRES-2 (Appendix No. 8 hereto).
  2. To note the absence of an additional financial burden 
    on the Company in connection with the need to eliminate the consequences of the incident thanks to the mechanism for transmission of financial liability for compliance with the commissioning deadlines to the general contractor.
  3. To approve the adjustments to the Company's business plan for 2018 amending the parameters of the RusHydro Investment Program for 2018 considering their influence on the KPI "Compliance with the Capacity Commissioning Schedules and Financing and Utilization Plan, %" for 2018 (Appendices Nos. 9 and 10 hereto).

Voting results:

For: 11 (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, N. G. Shulginov)

Against: 1 (A. D. Avetisyan)

Abstained: 1 (A. N. Shishkin)

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this item 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 4: Approval of the annual complex procurement program of the Company for 2019


It is resolved:

To approve the annual complex procurement program of RusHydro for 2019 (Appendix No. 11 hereto).


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 item 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 5: Approval of the Insurance Protection Program of the Company for 2019


It is resolved:

To approve the Insurance Protection Program of RusHydro for 2019 (Appendix No. 12 hereto).


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 item 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 6: Consideration of items of significance to the Company:


6.1 Forming RusHydro's management bodies:

6.1.1 Determining the number of members of RusHydro's Management Board


It is resolved:

To define the number of members of the Company's Management Board as seven persons.


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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.1.2. Election of a member of RusHydro's Management Board


It is resolved:

  1. To elect Viktor Khmarin as a member of the Company's Management Board starting January 16, 2019.
  2. To order the Chairman of the Management Board and General Director of the Company Nikolay Shulginov to determine the terms and conditions of an agreement with member of the Management Board Viktor Khmarin and to issue and sign the documents needed to perform Clause 1 of this resolution in accordance with the labor laws of the Russian Federation.

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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.2. Execution of Decree of the Government of the Russian Federation No. 232 dated March 6, 2018, concerning approval by the Ministry of the Russian Federation for Far East Development of planning and targeted program documents that are to be implemented by the Company in the territory of the Far Eastern Federal District


It is resolved:

To adopt the following resolution with regard to the execution of Decree of the Government of the Russian Federation No. 232 dated March 6, 2018, concerning approval by the Ministry of the Russian Federation for Far East Development of planning and targeted program documents that are to be implemented by the Company in the territory of the Far Eastern Federal District:

  1. To approve the Regulation on the procedure for approval by the Ministry of the Russian Federation for Far East Development of planning and targeted program documents that are to be implemented by RusHydro Group in the territory of Far Eastern Federal District as per Appendix No. 13 hereto.
  2. To instruct the Chairman of the Management Board and General Director N. G. Shulginov to publish the Regulation in the Company's account on the Interdepartmental Portal for State Property Management by December 29, 2018.
  3. To deem null and void the Regulation on the procedure for approval by the Ministry of the Russian Federation for Far East Development of investment programs and other infrastructure development plans that are to be implemented by RusHydro in the territory of Far Eastern Federal District approved by Resolution of the Company's Board of Directors No. 254 dated June 21, 2017.

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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.3. Amendments to the Regulation on the Audit Committee of the Board of Directors of RusHydro


It is resolved:

To introduce amendments to the Regulation on the Audit Committee of the Board of Directors of RusHydro approved by Resolution of the Company's Board of Directors (Minutes No. 239 dated June 26, 2016, No. 254 dated June 21, 2017) (Appendix No. 14 hereto).


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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.4. Status of the implementation of priority projects for the construction of three facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHP in Sovetskaya Gavan, and Sakhalinskaya GRES-2 (Phase 1)) for 9 months of 2018


It is resolved:

To take into consideration the information on the status of the implementation of priority projects for the construction of three facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHP in Sovetskaya Gavan, and Sakhalinskaya GRES-2 (Phase 1)) as of September 30, 2018 (Appendix No. 15 hereto).


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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.5. Consideration of a report on the accomplishment of the action plan for works at Zagorskaya PSHP-2

It is resolved:

  1. To take into consideration an interim report on the accomplishment of the subsequent action plan for works at Zagorskaya PSHP-2 (Appendix No. 16 hereto).
  2. To take into consideration information on the work done to prepare for the alignment of the plant assembly building at Zagorskaya PSHP-2.
  3. To approve the proposal of the Company's Management Board to start implementation of actions for alignment of the plant assembly building at Zagorskaya PSHP-2.

Voting results:

For: 11 (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: 2 (A. D. Avetisyan, V. M. Kravchenko)

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

Resolution adopted.


6.6. Contributions to the authorized capital of CHP in Sovetskaya Gavan JSC


It is resolved:

If the corresponding resolutions are adopted by the Government of the Russian Federation, the following shall be deemed reasonable and expedient:

  1. The provision by the Company of contributions to the authorized capital of CHP in Sovetskaya Gavan JSC for the purpose of capital investments in capital construction projects under the investment project "Construction of the CHP in Sovetskaya Gavan, Khabarovsk Krai. Adjustment 2017" in the amount of RUB 899,304,159.70 according to Article 21 of Federal Law No. 459-FZ dated November 29, 2018, "On the Federal Budget for 2019 and for the Planning Period of 2020 and 2021" using unspent contributions to the Company's authorized capital (the "balance of target funds") received by the Company:
    • In accordance with Part 6 of Article 25 of Federal Law 
      204-FZ dated November 24, 2008, "On the Federal Budget for 2009 and for the Planning Period of 2010 and 2011," for completing construction of the shore spillway at 
      Sayano-Shushenskaya HPP in the amount of RUB 476,934,684.55
    • In accordance with Part 1 of Clause 2 of Article 12 of Federal Law No. 204-FZ dated November 24, 2008, "On the Federal Budget for 2009 and for the Planning Period of 2010 and 2011," for the implementation of the comprehensive investment project "Development of Design Documentation for the Implementation of the Investment Project 'Comprehensive development of South Yakutia' " in the amount of RUB 422,369,475.15

by performing a transaction for the purchase of additional shares of CHP in Sovetskaya Gavan JSC.

  1. Conclusion of supplementary agreements providing for the possibility of allocating the balance of target funds for the implementation of the investment project "Construction of the CHP in Sovetskaya Gavan, Khabarovsk Krai. Adjustment 2017" to:
  • Budget Investment Contract No. 01-08/827 dated December 18, 2012
  • Budget Investment Agreement for Construction of Electrical Power Facilities in the Far East No. S-718-AB/D07 dated December 14, 2012
  • Budget Investment Contract 
    01-13/307 dated June 24, 2009
  • Budget Investment Contract 
    09/0412.3400200.082/08/392 dated December 14, 2009

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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.7. Financing of the project "Construction of Two Single-Circuit Overhead Lines 110 kV Pevek-Bilibino (construction stage No. 1)"


It is resolved:

For the purpose of timely implementation and financing of the investment project "Construction of Two Single-Circuit Overhead Lines 110 kV Pevek-Bilibino (construction stage No. 1)" (the "Project"), to instruct the Chairman of the Management Board and General Director of the Company N. G. Shulginov to ensure:

  1. The making of contributions to the authorized capital of Chukotenergo JSC in 2019 and 2020 in an amount not exceeding RUB 13 billion (if the corresponding resolutions are adopted by the Government of the Russian Federation) from the following amounts allocated to the Company's authorized capital:
  • Budget investments in the amount of RUB 10 billion, including RUB 4 billion in 2019 and RUB 6 billion in 2020, in accordance with Article 9 of Federal Law No. 459-FZ dated November 29, 2018, "On the Federal Budget for 2019 and for the Planning Period of 2020 and 2021"
  • Budget appropriations from the Reserve Fund of the Government of the Russian Federation in the amount of RUB 3 billion in 2019
  1. Financing of the first stage of the Project, including costs for the development of design and cost estimate documentation, using the Company's own funds in an amount not exceeding RUB 6.294 billion.
  2. An increase in the loan amount by RUB 1.294 billion by concluding supplementary agreement No. 1 (the "Supplemental Agreement") to Loan Agreement No. 1010-235-59-2017 dated December 28, 2017 (the "Loan Agreement"), concluded by the Company and Chukotenergo JSC in pursuance of the decision of the Company's Board of Directors dated October 27, 2017 (Minutes No. 259 dated October 30, 2017), on the following material terms and conditions:

Parties to the Supplementary Agreement:

Borrower: Chukotenergo JSC

Lender: the Company

Subject of the Supplementary Agreement:

Clause 1.1 of the Loan Agreement shall be amended to read as follows:

"1.1. Under this Agreement, the Lender shall transfer into the Borrower's ownership an amount of money not exceeding RUB 6,294,000,000, and the Borrower undertakes to repay the amount of the loan to the Lender in the manner and on the conditions established herein."


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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


6.8. Adoption of preferential use of national software by the Company


It is resolved:

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

  1. To ensure that the Board of Directors of RusHydro—by agreement with the Center of Competences for Import Substitution in the Field of Information and Communications Technology—prepares and approves, within 2 months, an action plan for 2018–2021 for the adoption of the preferential use of national software in the Company (the "Plan") that, among other things, would provide for:
  • An authorized officer ranked not lower than deputy head of the sole executive body of the Company responsible for the implementation of measures for the adoption of the preferential use of national software in the Company
  • Organizational and technical measures aimed at ensuring the adoption of the preferential use of national software in the Company within the prescribed time
  • Financial resources, indicating the time frames, amounts, and sources of financing, to ensure the adoption of the preferential use of national software in the Company

Establishment of key performance indicators for the adoption of the preferential use of national software

  1. Introduction of amendments to the Long-Term Development Program of RusHydro Group for 2018–2022 during the next planned adjustment of measures under the Plan that would provide for the adoption of the preferential use of national software in the Company within the framework of import substitution measures.
  2. Implementation of the above approach in subsidiary companies in which the Company holds, directly and/or indirectly, over 50%.
  3. Presentation of reports on the execution of directives of the Government of the Russian Federation No. 10068p-P13 dated December 6, 2018 (the "Directives"), and on the implementation of the Plan in the scope as per the schedule to the Directive to the Ministry of Digital Development, Telecom, and Mass Communications of the Russian Federation on a quarterly basis, on or before the 10 day of the month following the reporting quarter, by publishing them on the Interdepartmental Portal for State Property Management.

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 item shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


The minority opinions of the member of the Company's Board of Directors V. M. Kravchenko on agenda items 6.4 and 6.7 and the member of the Company's Board of Directors M. A. Rasstrigin on agenda item 6.7 are attached.


Chairman

of the Board of Directors                                                           Yu. P. Trutnev


Corporate Secretary                                                                    N. G. Kovaleva

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