At Regular Meeting of JSC RusHydro Board of Directors
JSC RusHydro (ticker symbol: HYDR; MICEX, RTS and LSE) Board of Directors voted by proxy.
RusHydro JSC Board of Directors approved a list and target values of the Company’s annual and quarterly KPI and for 2010 and altered accordingly the Procedure for calculation and evaluation of JSC RusHydro KPI.
JSC RusHydro Board of Directors amended the Company’s 2010 Insurance Coverage Program approved by RusHydro JSC Board of Directors on 30.12.2009 (Minutes No.91).
Under this resolution the Company Management Board is to submit to the Board of Directors for review a valid proposal concerning the amount of indemnity limit under the 2010 all risks property insurance contract, sufficient to provide effective coverage for the Company.
The changes are connected with an increase in the indemnity limit per insured event that was earlier approved by JSC RusHydro Board of Directors’ resolution of 11.02.2010 (Minutes No.92).
In the amended Program the indemnity limit was increased to USD 600 million on all risks, except for «terrorism» and «machinery/equipment breakdown» risks.
The «terrorism» risk limit of USD 50 million remained unchanged given a low insured risk probability and the HPP (Hydroelectric Power Plant) being a specially protected site.
The «machinery/equipment breakdown» risk limit of USD 300 million was retained as the cost of one piece of equipment, which may break down and is to be indemnified under the limit for this risk, in no way exceeds USD 300 million. There is little point, therefore, in increasing the indemnity limit under this risk. However, if a breakdown of equipment affects any other pieces of the insured property, the increased indemnity limit will cover such property.
JSC RusHydro Board of Directors approved the Company’s Non-Core Assets Register and requested the Management Board to submit, before February 28, 2011, a report on implementing the measures as per the 2010 Non-Core Assets Register to the Board of Directors for review.
The regulations for RusHydro’s non-core asset management were approved by the Company Board of Directors (Minutes No.92 of 11.02.2010) («the Regulations»).
The Company’s Non-Core Assets Register contains basic information on the non-core assets, their book value and type of the proposed action with respect to the non-core assets, the proposed action period and other requisite data.
JSC RusHydro Board of Directors allowed Alexey V. Maslov, a member of the Management Board, to simultaneously function as a member of the Board of Directors of JSC UES (Unified Energy System) Engineering and Construction Management Center , JSC Interregional Distribution Grid Company of South and JSC. Interregional Distribution Grid Company of the Northern Caucasus
The Board of Directors also allowed Konstantin V. Bessmertny, a member of the Management Board, to simultaneously function as a member of the Board of Directors of CJSC Industrial Power Company and of the CJSC.Management Board of Nizhnevartovskaya TPP (Thermal Power Plant)
RusHydro JSC Board of Directors approved the participation of RusHydro JSC in Malaya Dmitrovka CJSC through acquiring 100% of the company’s shares.
RusHydro JSC Board of Directors approved the acquisition from Management Company HydroOGK JSC of 1 share of Tekhnopark Rumyantsevo CJSC and of ALUMINIUM COMPANY LIMITED, CJSC HYDROOGK POWER COMPANY LIMITED and 1% of shares of Hydroengineering Siberia.
Activity on share acquisitions is aimed at consolidation of assets and optimization of corporate management of the joint stock companies whose shares are held by JSC RusHydrо J.
The above acquisitions will enable JSC RusHydro to become a 100% shareholder in ALUMINIUM COMPANY LIMITED, HYDROOGK POWER COMPANY LIMITED and Hydroengineering Siberia CJSC, thereby simplifying the procedures of corporate management of these subsidiaries and affiliates. The companies thereof were founded at the time when JSC RusHydro was a 100% subsidiary of JSC RAO UES of Russia and thus, due to the restrictions imposed by law (Art.98 of the Russian Civil Code), was not entitled to form 100% subsidiaries and affiliates.
Since share acquisition transactions are conducted within JSC RusHydro group, shares of subsidiaries and affiliates are purchased at acquisition cost.
JSC RusHydro Board of Directors approved the allocated interest-free Loan Contract signed by the Company with Yuzhno-Yakutsky GEC (Hydro-Power Complex) to provide funding for elaboration of design documents for the construction of Kankunskaya HPP under the investment project "Elaboration of Design Documents for Kankunskaya HPP and Electrical Grid Facilities, which represents a related party transaction. The Company Board of Directors also determined material terms of the transaction, including the interest-free loan amount of RUB 2,166,600,000.
JSC RusHydro Board of Directors assigned the Company Management Board to identify the terms for subsidiaries and affiliates to join self-regulating entities in the form of non-profit partnerships, in order to obtain authorizations for construction and power survey activities.
Under Federal Law No.148-FZ of July 22, 2008 on Alteration of the Urban Planning Code of the Russian Federation and Individual Enactments of the Russian Federation, licenses for design and construction, as well as engineering surveys for construction are no longer issued from January 1, 2010 and self-regulation is introduced in this field.
Furthermore, Federal Law No.261-FZ of November 23, 2009 on Energy Saving and Improvement of Energy Consumption Efficiency and on Alteration of Individual Enactments of the Russian Federation and Federal Law No.315-FZ of December 1, 2007 on Self-Regulating Entities provide that power surveys may not be carried out by persons unless they are members of specialized self-regulating entities operating in the power survey area.
To optimize the scope of corporate procedures, the Board of Directors adopted a general resolution applying to all instances when the Company’s subsidiaries and affiliates feel the need to participate in self-regulating entities to keep carrying out their day-to-day operations. In this case the terms for subsidiaries and affiliates to join self-regulating entities will be identified by the Company Management Board.
Shares / ADR