07.04.2010
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At the regular meeting of the Board of Directors of JSC RusHydro

On 2 April 2010, a regular meeting was held of the Board of Directors of JSC RusHydro.


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The Board of Directors of JSC RusHydro adopted a resolution to introduce amendments to the Regulations on the Investment Activities of the Company, approved by resolution of the Board of Directors dated 25 August 2006 (Minutes No. 23), regarding implementation of investment projects before approval by the Board of Directors of the Company on the basis of a decision of the Chairman of the Management Board and/or of the Management Board of the Company, in observance of the composition of the Investment Projects, the volume and structure of sources of financing for these, as envisaged in the Investment Programme of the Company, approved by the Ministry of Energy of the Russian Federation in accordance with the established procedure. 


According to the previous version of clause 7.2 of the Regulations on Investment Activities, the Company did not have the right to launch implementation of investment projects and to invest funds within the scope of the Investment Programme until the requisite corporate procedures had been performed for approval of the Investment Programme or a separate decision has been passed by the Board of Directors in accordance with the effective procedures. The new version of clause 7.2 provides for uninterrupted investment processes and fulfilment of investment obligations in cases when, for objective reasons, the Investment Programme cannot be approved by the Board of Directors in accordance with the established procedure before the beginning of the plan period.

Introduction of this amendment is recommended to the Board of Directors of JSC RusHydro based on the results of the meeting of the Management Board of the Company on 08 February 2010.



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The Board of Directors of JSC RusHydro has early terminated the powers of the members of the Investment Committee under the Board of Directors of the Company elected by the Board of Directors on 23 July 2009 (Minutes dated 24 July 2009 No. 81), and elected the following members of the Committee:

 

1. Dmitriy Kozlov, Deputy Director of the Department for development and investment policy for the fuel and energy complex of the Ministry of Energy of the Russian Federation

2. Dmitriy Kostoev, Deputy General Director, Head of the economics and finances unit of JSC MSC Norilsk Nickel

3. Viktor Lebedev, Head of the Section for development of the electricity sector of the Department of government regulation of tariffs, infrastructure reforms and energy efficiency of the Ministry for Economic Development of the Russian Federation

4. Mikhail Mantrov, Deputy Chairman of the Management Board of JSC RusHydro

5. Denis Nozdrachev, Chairman of the Management Board of JSC AKB Svyaz-Bank

6. Mikhail Poluboyarinov, Director of the Department for Infrastructure of the State Corporation Bank for Development and Foreign Economic Activity (Vneshekonombank)

7. Elena Pomchalova, Head of the Administration for regulation and control of pricing in the electricity sector of the Federal Tariffs Service

8. George Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro

9. Wolfgang Skribot, Managing Director of the Department for direct investments of JSC Gazprombank

10. Matvei Taits, Senior analyst of the Research department of LLC Uralsib Capital

11. Maria Tikhonova, Deputy Director of the Department for economic regulation and property relations in the fuel and energy complex of the Ministry of Energy of the Russian Federation

12. Andrei Sharonov, Member of the Board of Directors of JSC RusHydro


Andrei Sharonov was elected Chairman of the Investment Committee under the Board of Directors of JSC RusHydro.


On 16 July 2008, by resolution of the Board of Directors of JSC RusHydro, an Investment Committee was set up under the Board of Directors of JSC RusHydro and the Regulations on the Investment Committee were approved. The Committee is an advisory body ensuring efficient fulfilment by the Board of Directors of the Company of its functions of overall management of the Company. The Committee's main function is to review investment programmes and projects of the Company.

The Committee is to have no more than 13 members, with at least 50% of the elected members of the Committee being representatives of the minority shareholders in the Company. The members of the Investment Committee may be members of the Board of Directors, representatives of members of the Board of Directors, representatives of government agencies, shareholders, representatives of shareholders or other individuals.



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The Board of Directors of JSC RusHydro approved the Programme for the Company's charity and sponsorship activities for 2010. During the current year, it is planned to spend 216.9 million roubles on charity and sponsorship.


Within the scope of its charitable work, the Company is continuing to implement an integrated long-term charity programme entitled "Sail of Hope", the main points of which are as follows:

∙ assistance in socialization and harmonious development of children from children's homes and dysfunctional families;

∙ identification and help in development of these children's abilities and talents;

∙ creation of programmes for career orientation and assistance in gaining places in relevant higher educational institutions for senior pupils;

∙ creation of support programmes for scientific and educational projects, scientific research by school pupils, students and young scientists in the sphere of hydropower (renewable energy);

∙ establishment of a tradition of young personnel joining Company facilities;

∙ activization and consolidation of the professional community for working with children and young people, the sharing of knowledge, ideas and unique culture by hydroengineers with the upcoming generation.


Within the scope of the "Sail of Hope" programme, the charitable environmental event "oBEREGAi" will be held once again for clearing rubbish from the banks of rivers on which the Company's facilities stand. Since 2005, when it was launched at the Nizhegorodskaya HPP, this event has now become nationwide.


Still continuing are construction and equipment of children's sports and development grounds, as well as of social adaptation rooms in preschool and educational institutions under the auspices of the Company.


This year, it is planned to hold another "Development Energy" competition, the first of which was held in 2009. The participants in this competition, designed to find and support talented students and young scientists who have demonstrated an inclination towards professional activity in the sphere of hydropower and renewable energy, will be students and postgraduates from over 40 higher educational institutions in the regions where the Company operates.


JSC RusHydro is continuing to fulfil its obligations and implement other projects not included in the "Sail of Hope" programme. Since 2010 is a jubilee anniversary of victory in World War II, in all the regions where it operates, JSC RusHydro has planned a variety of charitable measures for assisting war veterans and workers of the home front. Participation will also continue in events to provide material assistance to those in need of urgent and expensive medical treatment.


The Company charitable and sponsorship  programme in regard to Sayano-Sushensky branch I n 2010 also provides for additional payment aimed at construction of two chapels in Cheremushki and payment of stipends. Also it is planned that the charitable funds, raised in the course of the campaign "We are with you, Sayano!" will be used for treatment in sanatoria of parents of victims of the accident and summer camps to children, suffered in the result of the accident.



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The Board of Directors of JSC RusHydro approved a new version of the Code of Corporate Governance of the Company. The key amendments are a result of the listing of the Company depositary receipts on the London Stock Exchange in July 2009. In this connection, JSC RusHydro is recommended to observe the provisions of the UK Combined Code on Corporate Governance, which complies with the best practices of corporate governance.


The main amendments and addenda to the new version of the Code take into consideration the requirements of the London Stock Exchange and the UK Combined Code on Corporate Governance, as well as the recommendations of the rating agencies in the field of corporate governance.


Information on observance of the Company's Code of Corporate Governance is disclosed within the scope of the Company's annual report



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The Board of Directors of JSC RusHydro approved combining of positions by Chairman and members of the Management board:


∙ Combining position of Chairman of the Management Board, with positions of member of the Board of Directors of JSC Irkutskenergo and member of the Supervisory Board of JSC All-Russia Bank for Regional Development by E. Dod;

∙ Combining positions of  Deputy Chairman of the Management Board and member of the Supervisory Board of Non-Commercial Partnership Gidroenergetika Rossii by V. Zubakin;

∙ Combining by, positions of member of the Management Board with that of member of the Supervisory Board of Non-Commercial Partnership Council of Power Industry Veterans R. Alzhanov

∙ Combining position of Deputy Chairman of the Management Board, with that of General Director of JSC Scientific Research Institute for Power Engineering by R. Khamitov.

 

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The Board of Directors of JSC RusHydro approved the terms and conditions of the agreement with the Company Registrar for maintenance and custody of the register of owners of registered shares of the Company.


In accordance with a resolution of the Board of Directors of JSC RusHydro (Minutes No. 3 dated 14 March 2005), the Registrar of the Company has been, since 2005, Open Joint-Stock Company Central Moscow Depositary (JSC CMD), .


The Board of Directors has established the Registrar's fees for maintenance and custody of the Company register in the amount of 750 000 roubles a month (including VAT).



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The Board of Directors of JSC RusHydro has instructed representatives of the Company in the Boards of Directors of its subsidiaries and dependent Companies at general shareholder meetings of subsidiaries and dependent Companies to vote "FOR" on issue of inclusion in the meeting agenda of the following items:


∙ On inclusion of changes into the Charter of the Companies (adoption of the Charter in the new edition);

∙ On reimbursement to members of the Board of directors of the Company;

∙ On reimbursement to members of the Audit Commission of the Company.



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The Board of Directors of JSC RusHydro has approved signing contracts for rent of office space between JSC RusHydro as landlord and JSC GidroOGK MC as tenant, the contract being an interested transaction.



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The Board of Directors of JSC RusHydro has approved signing contracts on services for hire for provision of training between JSC RusHydro acting as contractor and JSC GidroOGK MC, JSC Zaramagskye HPPs, JSC Kolymaenergo, JSC Ust'-Srednekanskaya HPP acting as clients, these contracts being an interested transaction. 
 


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The Board of Directors of JSC RusHydro has approved signing contracts for rent of property space between JSC RusHydro and Zaramagskye HPPs, the contract being an interested transaction.


The Head HPP of Ardon cascade of Zaramagskye HPPs  (The Head HPP) was commissioned in August 2009 in republic of North Ossetia-Alanya.


Pursuing decision of the Board of Directors of JSC RusHydro (Minutes # 6 of May 20, 2005) in order to centralize the sales function of JSC RusHydro subsidiaries, the Company is planning to sign contract with JSC Zaramagskye HPPs for rent of property of the Head HPP. It is planned that after the property of the Head HPP is rented to the Company, it's maintenance and repair will be provided by the Company North-Ossetia branch.    
 


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