Minutes of 19.04.2019 № 287

MINUTES No. 287

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):

April 19, 2019, 10:30 a.m.
(Moscow time).

Date of the minutes:

April 22, 2019

Form of the meeting:

joint attendance

Place of the vote count:

2 Krasnopresnenskaya Naberezhnaya (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. Livinsky
V.V. Pivovarov
M.A. Rasstrigin
N.D. Rogalyov
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, V.V. Pivovarov, M.A. Rasstrigin, N.D. Rogalyov 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, P.A. Livinsky, 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, a quorum for the meeting of the Board of Directors is present.

Attending non-members: A.V. Kazachenkov, S.A. Kirov, S.A. Koptyakov, D.I. Rizhinashvili, N.O. Filippova.

Corporate Secretary of RusHydro N.G. Kovaleva.

Speaker on agenda items Nos. 1–2: Member of the Management Board, First Deputy General Director of the Company D.I. Rizhinashvili.

Speaker on agenda item No. 3: member of the Management Board, 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. Approval of the Regulation on the RusHydro Dividend Policy.
  2. Extension of the grace period on a loan to DGK JSC provided as part of the implementation of a forward transaction with VTB Bank (PJSC).
  3. Review of the results of the assessment of corporate governance practice and the report on the results of the self-assessment of the Company's Board of Directors.

DISCUSSION OF ITEMS AND VOTING RESULTS:



Item 1: Approval of the Regulation on the RusHydro Dividend Policy.

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

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


 

Draft resolution put to vote:

  1. To approve the new version of the Regulation on the RusHydro Dividend Policy (Appendix 1 to the Minutes).
  2. To take under advisement the information related to the factors affecting the pricing of RusHydro PJSC stock, which was analyzed in accordance with the instruction of the Board of Directors (Minutes No. 284 dated March 26, 2019), as well as the implemented measures aimed at stock price growth.

 

Voting results:

For: 11 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, P.A. Livinsky, V.V. Pivovarov, M.A. Rasstrigin, N.D. Rogalyov, 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 taking part in the meeting.


 

Resolution adopted.


 

Item 2: Extension of the grace period on a loan to DGK JSC provided as part of the implementation of a forward transaction with VTB Bank (PJSC).

 

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


 

Draft resolution put to vote:

For the purpose of stabilizing the financial and economic position of DGK JSC, to approve extension until March 27, 2021 (inclusive) of the grace period for the payment of accrued interest by DGK JSC determined under Clause 1.2 of the resolution of the Board of Directors dated December 26, 2016 (Minutes No. 246 dated December 27, 2016).


 

Voting results:

For: 12 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, V.M. Kravchenko, P.A. Livinsky, V.V. Pivovarov, M.A. Rasstrigin, N.D. Rogalyov, 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 taking part in the meeting.


 

Resolution adopted.


 

 

Item 3: Review of the results of the assessment of corporate governance practice and the report on the results of the self-assessment of the Company's Board of Directors.

 

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

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


 

Draft resolution put to vote:

  1. To take under advisement the results of the assessment of the corporate governance practice of the Company performed by the Internal Audit Service of the Company and the recommendations for improving corporate governance (Appendix 2 to the Minutes).
  2. To take under advisement the results of the external assessment of corporate governance and note the positive dynamics of the assessment of independent experts.
  3. To take under advisement the Report on the results of the self-assessment of the activities of RusHydro's Board of Directors and proposals to improve the work of the Board of Directors (Appendix 3 to the Minutes).

 

Voting results:

For: 12 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, V.M. Kravchenko, P.A. Livinsky, V.V. Pivovarov, M.A. Rasstrigin, N.D. Rogalyov, 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 taking part in the meeting.


 

Resolution adopted.


Chairman

of the Board of Directors                                                           Yu. P. Trutnev


Corporate Secretary                                                                    N. G. Kovaleva

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok