Minutes of 27.12.2018 №282

MINUTES NO. 282

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 25, 2018, 11:00 a.m.

(Moscow time)

Date the minutes were drafted:

December 27, 2018

Form of the meeting:

Joint attendance

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 voted:

A. D. Avetisyan

M. S. Bystrov

P. S. Grachev

S. N. Ivanov

V. M. Kravchenko

V. V. Pivovarov

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 RusHydro Board of Directors was personally attended by Chairman of the Board of Directors Yu. P. Trutnev and the following members of the Board of Directors: A. D. Avetisyan, P. S. Grachev, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, N. G. Shulginov.


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


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, A.V. Kazachenkov, S. A. Kirov, D. I. Rizhinashvili, S. V. Vasilyev, V. V. Khmarin, M. G. Nagoga, S. S. Koptyakov.


Corporate Secretary of RusHydro: N. G. Kovaleva.


The speaker on all agenda items is member of the Management Board and First Deputy General Director S. A. Kirov.

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


AGENDA OF THE MEETING:

  1. Consideration of the Company's Business Plan (including the Investment Program) for 2019–2023
  2. Consideration of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2019–2023
  3. Approval of the list of annual key performance indicators of RusHydro Management Board Members for 2019
  4. Consideration of issues of significance to the Company: Approval of the target values of the annual KPIs of RusHydro Management Board Members for 2019

DISCUSSION OF ITEMS AND VOTING RESULTS:


Item 1: Consideration of the Company's Business Plan (including the Investment Program) for 2019–2023


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

Speakers: A. D. Avetisyan, N. G. Shulginov, Yu. P. Trutnev.


Draft resolution put to vote:

  1. To approve the RusHydro Business Plan for 2019 (Schedule No. 1 to the Minutes).
  2. To approve the RusHydro Investment Program for 2019 (Schedule No. 2 to the RusHydro Business Plan for 2019–2023).
  3. To approve planning data for RusHydro's investment projects and for new construction facilities of its subsidiaries that are taken into account in calculating the performance indicator of RusHydro Management Board members "Compliance with the Capacity Commissioning Schedule and the Financing and Utilization Plan, %" for 2019 (Schedule No. 2a to the RusHydro Business Plan for 2019–2023).
  4. To take into consideration the RusHydro Business Plan for 2020–2023 (Schedule No. 1 to the Minutes), including the RusHydro Investment Program for 2020–2023 (Schedule No. 2 to the RusHydro Business Plan for 2019–2023).

Voting results:

For: 10 (A. D. Avetisyan, P. S. Grachev, S. N. Ivanov, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, N. G. Shulginov)

Against: 0

Abstained: 3 (M. S. Bystrov, V. M. Kravchenko, 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 2: Consideration of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2019–2023


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

Speakers: N. G. Shulginov, A. D. Avetisyan, M. A. Rasstrigin, P. S. Grachev, N. D. Rogalev, V. V. Pivovarov, Yu. P. Trutnev.


Draft resolution put to vote:

  1. To approve the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2019–2023 (Schedule No. 2 to the Minutes).
  2. Based on the results of assessment of RusHydro's financial and economic activities for the first half of 2019, to bring the matter of approval of the consolidated Business Plan of RusHydro Group for 2019 to the Board of Directors for review no later than September 30, 2019, if necessary.

In addition, Chairman of the Board of Directors Yu. P. Trutnev instructed the Management Board to conduct a factor analysis of changes in the financial and economic indicators and to prepare proposals for a set of measures aimed at improving the financial and economic indicators of the consolidated Business Plan of RusHydro Group.


Voting results:

For: 11 (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, N. G. Shulginov)

Against: 0

Abstained: 2 (V. M. Kravchenko, 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 3: Approval of the list of annual key performance indicators of RusHydro Management Board Members for 2019


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

Speakers: M. A. Rasstrigin, A. D. Avetisyan, Yu. P. Trutnev.


Draft resolution put to vote:

  1. To approve the list of annual key performance indicators of RusHydro Management Board Members for 2019 (the "annual KPIs") (Schedule No. 3 to the Minutes) and put them into effect starting January 1, 2019.
  2. When calculating and assessing the annual KPIs, to be guided by the Methodology for the Calculation and Assessment of the Annual KPIs of RusHydro Management Board Members approved by Resolution of the Board of Directors of the Company (Minutes No. 245 dated December 26, 2016, No. 251 dated April 18, 2017, No. 269 dated April 25, 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

Resolution adopted.


Item 4: Consideration of items of significance to the Company: Approval of the target values of the annual KPIs of RusHydro Management Board Members for 2019


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

Speakers: M. A. Rasstrigin, A. D. Avetisyan, Yu. P. Trutnev.


Draft resolution put to vote:

  1. To approve:
  • The target values of the annual KPIs of RusHydro Management Board Members for 2019 (Schedule No. 4 to the Minutes)
  • The target values of the KPIs of the third cycle Long-Term Motivation Program of RusHydro for 2019–2021 (Schedule No. 5 to the Minutes)
  • Amendments to the target values of the KPIs of the first cycle Long-Term Motivation Program of RusHydro for 2017–2019 (Schedule No. 6 to the Minutes)
  • Amendments to the target values of the KPIs of the second cycle Long-Term Motivation Program of RusHydro for 2018–2020 (Schedule No. 7 to the Minutes)
  1. When calculating and assessing the KPIs of the third cycle Long-Term Motivation Program of RusHydro for 2019–2021 (hyphen 2 of Clause 1 of this Resolution), to be guided by the Methodology for the Calculation and Assessment of the Annual KPIs of RusHydro Management Board Members approved by Resolution of the Board of Directors of the Company dated December 26, 2017 (Minutes No. 264 dated December 28, 2017).

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: 1 (V. M. Kravchenko)

Abstained: 0

Resolution adopted.


Furthermore, during the discussion of the agenda items, Chairman of the Board of Directors Yu. P. Trutnev ordered the Company Management Board, by February 15, 2019:

  1. To submit materials to the Chairman of the Board of Directors of the Company for initiating a meeting with the participation of representatives of federal executive bodies on the following items:
    • Development and adoption of legal acts on the introduction of a mechanism of guaranteed return on investment to implement the long-term program for replacement of retired capacities in the Far Eastern Federal District
    • Acceleration of adoption of legal acts providing for a change in the tariff setting system in the Far Eastern Federal District with the introduction of a mechanism for setting long-term tariffs covering economically reasonable expenses and rate of return
    • Taking measures to regulate fuel (coal) prices on the domestic market of the Russian Federation, including through the conclusion of long-term contracts for the supply of fuel to energy facilities in the Far Eastern Federal District
  2. To promptly provide information on the results of the activities of RusHydro Group for 2018.

Chairman

of the Board of Directors                                                           Yu. P. Trutnev


Corporate Secretary                                                                    N. G. Kovaleva

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