Minutes of 27.03.2019 № 284


MINUTES No. 284

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):

March 26, 2019, 4:00 p.m.

(Moscow time)

Date of the minutes:

March 29, 2019

Form of the meeting:

joint attendance

Place of the 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

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


A. D. Avetisyan
M. S. Bystrov
P. S. Grachev
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, M. S. Bystrov, P. S. Grachev, V. V. Pivovarov, M. A. Rasstrigin, and N. G. Shulginov.


The following members of the Board of Directors of RusHydro submitted their opinion in writing: V. M. Kravchenko, P. A. Livinskiy, N. D. Rogalev, 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.


By the unanimous decision of the attending members of the Company's Board of Directors, the item "On adjusting (supplementing) a previously adopted resolution of the Company's Board of Directors" was included in the agenda of the meeting of the Company's Board of Directors.


Speaker on agenda items No. 1–3: member of the Management Board and First Deputy General Director of the Company S. A. Kirov.


Speaker on agenda item No. 4: member of the Management Board and First Deputy General Director of the Company A. V. Kazachenkov.


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


 

AGENDA OF THE MEETING:

 

  1. On implementation of the Business Plan of the Company for 2018 (including the report on implementation of the Investment Program, including the Program for the Integrated Upgrading of Generating Facilities, for 2018).
  2. On approval of the report on the implementation of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2018.
  3. On approval of the report on the achievement of the Company's (the Management Board members') key performance indicators.
  4. Confidential.

 

 

DISCUSSION OF ITEMS AND VOTING RESULTS:


 

Item 1: On implementation of the Business Plan of the Company for 2018 (including the report on implementation of the Investment Program, including the Program for the Integrated Upgrading of Generating Facilities, for 2018).


 

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


Speakers: M. S. Bystrov, P. S. Grachev, N. G. Shulginov, A. D. Avetisyan, A. V. Kazachenkov, Yu. P. Trutnev.


 

Draft resolution put to vote:

To approve the report on the implementation of the Business Plan of the Company for the year 2018 (including the report on the implementation of the Investment Program, including the Complex Modernization Program for Generating Facilities for the year 2018) (Appendix No. 1 to the Minutes).


 

Voting results:

For: 11 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, 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.


 

 

Item 2: On approval of the report on the implementation of the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group for 2018.


 

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


Speakers: A. D. Avetisyan, V. V. Pivovarov, M. S. Bystrov, P. S. Grachev, M. A. Rasstrigin, Yu. P. Trutnev.


 

Draft resolution put to vote:

To approve the report on the implementation of the consolidated Business Plan (including the consolidated Investment Program and the action plan for the optimization of costs based on the results of an external independent cost audit at RusHydro, including its subsidiaries) of RusHydro Group for 2018 (Appendix No. 2 to the Minutes).


 

Voting results:

For: 11 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, 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.


 

 

Item 3: On approval of the report on the achievement of the Company's (the Management Board members') key performance indicators.


 

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


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


 

Draft resolution put to vote:

  1. To approve the report on achievement of annual key performance indicators of members of the Company's Management Board for 2018 for the following indicators: "Return on Equity (ROE)," "Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)," "Share of Purchases from Small and Medium Enterprises, %, Including based on Results of Purchases Only from Small and Medium Enterprises," "Productivity of Labor," "Prevention of More Than the Limit Number of Breakdowns, Pcs," "Observation of Facility Commissioning Schedules and the Financing and Development Plan, %," as per Appendix No. 3 to the Minutes.

 

Voting results:

For: 9 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, N. G. Shulginov);

Against: 0;

Abstained: 0.

 

  1. To postpone the hearing of the issue of fulfillment of the annual key performance indicator "Reduction of Operating Expenses (Costs), %" for 2018 to another scheduled meeting of the Board of Directors.

 

Voting results:

For: 8 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin);

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 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: Confidential.

 

Draft resolution put to vote:

Confidential

Resolution adopted.


 

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


1.1. To submit the matter of the analysis of factors affecting stock quotations and additional measures designed to ensure the growth of stock prices for consideration of the Board of Directors by August 31, 2019.

1.2. To ensure the consideration of information about the reasons for the growth of the debt burden of RAO ES of East Holding at the appropriate committee of the Board of Directors. To provide the results to the Chairman of the Company's Board of Directors.
1.3. To provide the Chairman of the Board of Directors with suggestions for a set of measures designed to lift restrictions on recovery of receivables from non-paying offtakers.
1.4. To submit a legal opinion on the legality of the adoption of a resolution by the Company's Board of Directors on deeming the indicator "Decrease of Operational Costs (Expenses), %" for 2018 fulfilled.

 

The minority opinion of member of the Company's Board of Directors V. M. Kravchenko on the agenda items is enclosed.


 

 

 

Chairman of the Board of Directors                                           Yu. P. Trutnev


 

 

 

Corporate Secretary                                                                    N. G. Kovaleva


 

[1] Due to the inclusion of the item "On adjusting (supplementing) a previously adopted resolution of the Board of Directors of the Company" and the adjustment of the draft resolution on agenda item No. 3 during the meeting, when counting the votes, the written opinions of V. M. Kravchenko, P. A. Livinskiy and A. N. Shishin were taken into account only on items No. 1–2 of the agenda. The written opinions of N. D. Rogachev and S. V. Shishin, which take these changes into account, were counted for all agenda items.

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