PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on June 21, 2019
25-Jun-2019 / 08:45 CET/CEST
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Results of the Board of Directors Meeting on June 21, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on June 21,
2019.
Resolutions passed on Items of the agenda:
Item 1. On approval of amendments to the Decision on the additional issue of
the Company's securities.
The resolution adopted:
To approve amendments to the Decision on the additional issue of RusHydro
shares (ordinary shares) (Schedule 1 hereto).
Item 2. On approval of amendments to the Company's Securities Prospectus.
The resolution adopted:
To approve amendments to the RusHydro Securities Prospectus (for ordinary
shares) (Schedule 2 hereto).
Item 3. On approval of the report on the interim results of the fulfillment
of the Company's Business Plan for 2019 considering the actual results for
Q1 2019 (including the report on the fulfillment of the Investment Program,
inter alia, the Comprehensive Modernization Program of Generating
Facilities, for Q1 2019).
The resolution adopted:
To approve the report on the interim results of execution of the Business
Plan for 2019 considering the actual results for Q1 2019 (including the
report on the fulfillment of the Investment Program, inter alia, the Complex
Modernization Program for Generating Facilities, for Q1 2019) (Schedule 3
hereto).
Item 4. On approval of the report on the fulfillment of the Annual Complex
Procurement Program of the Company for Q1 2019.
The resolution adopted:
To approve the report on execution of RusHydro's Annual Complex Procurement
Program for Q1 2019 (Schedule 4 hereto).
Item 5. On election of members of Committees under the Company's Board of
Directors.
5.1. On election of members to the HR and Remuneration (Nominations)
Committee under the Company's Board of Directors.
The resolution adopted:
1) To terminate ahead of time the powers of Sergey Nikolayevich Ivanov, a
member of the HR and Remuneration (Nominations) Committee under the
Company's Board of Directors.
2) To elect Pavel Sergeyevich Grachev, a member of the Board of Directors,
to the HR and Remuneration (Nominations) Committee under the Company's
Board of Directors.
5.2. On election of members to the Audit Committee under the Company's Board
of Directors.
The resolution adopted:
1) To terminate ahead of time the powers of Sergey Nikolayevich Ivanov, a
member of the Audit Committee under the Company's Board of Directors.
2) To elect Pavel Sergeyevich Grachev, a member of the Board of Directors,
to the Audit Committee under the Company's Board of Directors.
3) To elect Pavel Sergeyevich Grachev the Chairman of the Audit Committee
under the Company's Board of Directors.
Item 6. On approval of the reports on the performance results of the
Committees under the RusHydro Board of Directors for the corporate year
2018-2019.
The resolution adopted: To postpone the matter to a later date.
Item 7. On consideration of the Company's Management Board Performance
Report for 2018.
The resolution adopted:
To take into consideration the Company's Management Board Performance Report
for 2018 (Schedule 5 hereto).
Item 8. On approval of the Company's internal documents:
8.1. On amending the Unified Regulation on Procurement of Products for the
Needs of RusHydro Group: on extending the practice of using factoring in
performing contracts for supply of goods (performance of work, provision of
services).
The resolution adopted:
1. To amend clause 5.3.9 of the Unified Regulation on Procurement of
Products for the Needs of RusHydro Group approved by Decision of the
RusHydro Board of Directors (Minutes No. 277 dated October 4, 2018) to read
as follows:
"5.3.9. A procurement notice and/or procurement documentation may provide
for the use of assignment of claim (factoring) in performing product
delivery contracts concluded by the Customer with small and medium business
entities based on the results of procurements held in the form of a
competitive tender in accordance with the provisions of the civil laws of
the Russian Federation."
2. To instruct the Chairman of the Management Board and General Director of
the Company N. G. Shulginov:
2.1. To notify controlled organizations that have acceded to the Unified
Regulation on Procurement of Products for the Needs of RusHydro Group about
the amendments introduced thereto within 10 business days after this
resolution is adopted.
2.2. To publish information about the execution of Directives of the
Government of the Russian Federation No. 4111p-p13 dated May 8, 2019, along
with the electronic copies of the supporting documents on the
Interdepartmental State Property Management Portal by July 10, 2019.
Item 9. On the consideration of matters of significance to the Company:
9.1. On the creation of a Centralized Service Center performing accounting
and tax accounting functions and generation of reports in RusHydro Group.
The resolution adopted:
To approve establishing of a Centralized Service Center performing
accounting and tax accounting functions and generation of reports in
RusHydro Group based at HydroEngineering Siberia JSC.
9.2. On the consideration of the report on the progress of the Action Plan
(the list of measures) for the implementation of occupational standards in
the Company's operations.
The resolution adopted:
To approve the report on the progress of the implementation of the Action
Plan (the list of measures) for the introduction of occupational standards
in the Company's operations in Q4 2018 and Q1 2019 (Schedule 6 hereto).
9.3. On the progress of priority projects for the construction of two
facilities in the Far East (CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (stage
1)) as of March 31, 2019.
The resolution adopted:
To take note of information on the progress of the priority projects of
construction of two facilities in the Far East (CHPP in Sovetskaya Gavan,
Sakhalin GRES-2 (stage 1)) as of March 31, 2019 (Schedule 7 hereto).
9.4. On recognizing candidates to the Company's Board of Directors (a Member
of the Company's Board of Directors) as independent.
The resolution adopted:
In accordance with the recommendations of the HR and Remuneration
(Nominations) Committee under the Company's Board of Directors:
1. To take into account the information on the results of the evaluation of
conformance of A. O. Chekunkov, a candidate nominated for election to the
Company's Board of Directors at the annual General Meeting of Shareholders
in 2019, to the independence criteria stipulated in Schedule 4 to the MOEX
Listing Rules.
A. O. Chekunkov is not affiliated with the Company, a substantial
shareholder of the Company, or the Company's competitors.
Mr. Chekunkov has formal criteria of affiliation with:
- The state, as Mr. Chekunkov is General Director of the Far East and Baikal
Region Development Fund JSC, an organization controlled by the Russian
Federation.
- The Company's substantial counterparty, the Far East and Baikal Region
Development Fund JSC (FEDF), as the amount of liabilities between the
Company and the FEDF under a loan agreement exceeds 2% of the book value of
assets and 2% of revenue of the FEDF.
To note that the affiliation between A. O. Chekunkov and the state and a
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June 25, 2019 02:45 ET (06:45 GMT)
