PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on July
26, 2019
30-Jul-2019 / 10:06 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
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announcement.
Results of the Board of Directors Meeting on July 26, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on July 26,
2019.
Resolutions passed on Items of the agenda:
Item 1: Electing the Chairman of the Board of Directors of the Company.
Resolution adopted:
To elect Yuriy Petrovich Trutnev as Chairman of the Board of Directors of
RusHydro.
Item 2: Electing the Deputy Chairman of the Board of Directors of the
Company.
Resolution adopted:
To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of
Directors of RusHydro.
Item 3: Forming the Committees under the Company's Board of Directors.
3.1. Forming the Audit Committee under the Company's Board of Directors.
Resolution adopted:
1. To elect the following persons to the Audit Committee under the Board of
Directors of RusHydro:
1 Maksim Sergeyevich Member of the Board of Directors of
RusHydro, Chairman of the Management
Board of NP Market Council Association.
Bystrov
2 Pavel Sergeyevich Member of the Board of Directors of
RusHydro, General Director of Polyus
PJSC.
Grachev
3 Vyacheslav Viktorovich Member of the Board of Directors of
RusHydro, President of Altera Capital
LLC.
Pivovarov
2. To take into consideration information regarding whether all members of
the Audit Committee under the Board of Directors of RusHydro have experience
and knowledge in the field of preparation, analysis, assessment, and audit
of accounting (financial) statements.
3. To elect Maksim Sergeevich Bystrov as the Chairman of the Audit Committee
under the Board of Directors of RusHydro.
3.2. Forming the HR and Remuneration (Nominations) Committee under the
Company's Board of Directors.
Resolution adopted:
1. To elect the following persons to the HR and Remuneration (Nominations)
Committee under the Board of Directors of RusHydro:
1. Vyacheslav Viktorovich Member of the Board of Directors of
RusHydro, President of Altera Capital
LLC.
Pivovarov
2. Pavel Sergeyevich Member of the Board of Directors of
RusHydro, General Director of Polyus
PJSC.
Grachev
3. Aleksey Olegovich Member of the Board of Directors of
RusHydro,
Chekunkov
General Director of Far East and
Baikal Region Development Fund JSC.
2. To elect Vyacheslav Viktorovich Pivovarov as Chairman of the HR and
Remuneration (Nominations) Committee under the Board of Directors of
RusHydro.
3.3. Forming the Strategy Committee under the Board of Directors of the
Company.
Resolution adopted:
1. To determine the size of the Strategy Committee under the Board of
Directors: 12 persons.
2. To elect the following persons to the Strategy Committee under the Board
of Directors of the Company:
1. Pavel Sergeyevich Member of the Board of Directors of
RusHydro, General Director of Polyus
PJSC.
Grachev
2. Lev Vladimirovich Member of the Board of Directors of
RusHydro, First Deputy Chairman of
the Board of Directors of Management
Company Intergeo LLC.
Kuznetsov
3. Vyacheslav Viktorovich Member of the Board of Directors of
RusHydro, President of Altera
Capital LLC.
Pivovarov
4. Nikolay Dmitriyevich Member of the Board of Directors of
RusHydro, Chancellor of National
Research University Moscow Power
Engineering Institute.
Rogalev
5. Dmitriy Gennadyevich Director of the Department for
Competition, Energy Efficiency and
Environment of the Ministry of
Economic Development of Russia.
Denisov
6. Igor Anatolyevich Head of the Secretariat of the
Deputy Prime Minister of the Russian
Federation - Presidential Envoy to
the Far Eastern Federal District Yu.
Zadvornov P. Trutnev.
7. Andrey Valentinovich Member of the Management Board,
First Deputy General Director of
RusHydro.
Kazachenkov
8. Boris Arkadyevich Deputy Head of the Competitive
Pricing Department at NP Market
Council Association.
Livshits
9. Vasiliy Vladislavovich Director of the Energy Department of
Rosneft.
Nikonov
10. Yevgeniy Aleksandrovich Deputy General Director for
Strategic Development of Rosseti
PJSC.
Olkhovich
11. George Ilyich Member of the Management Board,
First Deputy General Director of
RusHydro.
Rizhinashvili
12. Pavel Nikolayevich Director of the Department of
Electric Power Development of the
Ministry of Energy of Russia.
Snikkars
3. To elect Igor Anatolyevich Zadvornov as Chairman of the Strategy
Committee under the Board of Directors of RusHydro.
4. To ensure that the Company concludes confidentiality agreements with the
members of the Strategy Committee under the Board of Directors who are not
classified as Company insiders under the legislation of the Russian
Federation, as per the form established in the Company's internal documents.
3.4. Forming the Investment Committee under the Board of Directors of the
Company.
Resolution adopted:
1. To determine the size of the Investment Committee under the Board of
Directors: 13 persons.
2. To elect the following persons to the Investment Committee under the
Board of Directors of RusHydro:
1. Maksim Sergeyevich Member of the Board of
Directors of RusHydro,
Bystrov
Chairman of the Management
Board of NP Market Council
Association.
2. Lev Vladimirovich Member of the Board of
Directors of RusHydro, First
Deputy Chairman of the Board
of Directors of Management
Kuznetsov Company Intergeo LLC.
3. Vyacheslav Viktorovich Member of the Board of
Directors of RusHydro,
Pivovarov
President of Altera Capital
LLC.
4. Nikolay Dmitriyevich Member of the Board of
Directors of RusHydro,
Rogalev
Chancellor of the National
Research University Moscow
Power Engineering Institute.
5. Mikhail Aleksandrovich Acting Deputy General
Director for Capital
Construction at Rosseti PJSC.
Bychko
6. Sergey Igorevich Vice President for
Governmental Affairs at
Management Company Polyus
LLC.
Zhuravlyov
7. Aleksandr Vladimirovich Member of the Management
Ilyenko Board, Director for Unified
Energy System Management at
SO UES JSC.
8. Andrey Valentinovich Member of the Management
Board, First Deputy General
Director of RusHydro.
Kazachenkov
9. Sergey Anatolyevich Member of the Management
Board, First Deputy General
Director of RusHydro.
Kirov
10. Aleksey Vladimirovich Kulagin Deputy Head of the
Directorate "Expert &
Analytical Center of the Fuel
and Energy Complex," Russian
Energy Agency under the
Ministry of Energy of Russia.
11. Denis Vladimirovich Head of the Fuel and Power
Resources Cost Control Office
of the Energy Department of
Rosneft.
Milyutin
12. Viktor Viktorovich Member of the Management
Board, First Deputy General
Director of RusHydro.
Khmarin
13. Mikhail Sergeyevich Head of the Office for
Competition in the Goods and
Services Markets, Department
for Competition, Energy
Sonin Efficiency, and Environment
under the Ministry of
Economic Development of
Russia.
3. To elect Lev Vladimirovich Kuznetsov as the Chairman of the Investment
Committee under the Board of Directors of RusHydro.
4. To ensure that the Company concludes confidentiality agreements with the
members of the Investment Committee under the Board of Directors who are not
classified as Company insiders under the legislation of the Russian
Federation, as per the form established in the Company's internal documents.
3.5. Forming the Committee for Far East Energy Development under the Board
of Directors of the Company.
Resolution adopted:
1. To elect the following persons to the Committee for Far East Energy
Development under the Board of Directors of the Company:
1. Yuriy Petrovich Deputy Head of the Government of the
Russian Federation - Russian
Presidential Plenipotentiary Envoy to
the Far Eastern Federal District,
Trutnev
Member of the Board of Directors of
RusHydro.
2. Pavel Sergeyevich Member of the Board of Directors of
RusHydro, General Director of Polyus
PJSC.
Grachev
3. Aleksey Olegovich Member of the Board of Directors of
RusHydro,
Chekunkov
General Director of Far East and
Baikal Region Development Fund JSC.
4. Dmitry Stanislavovich Deputy Head of the Directorate
"Expert & Analytical Center of the
Fuel and Energy Complex," Russian
Energy Agency under the Ministry of
Bulgakov Energy of Russia.
5. Sergey Vyacheslavovich Deputy General Director - Director of
the Far East Division of RusHydro.
Vasilyev
6. Andrey Vladimirovich Head of the Electrical Energy
Industry Development Office of the
Department for the State Regulation
of Tariffs and Infrastructure Reforms
Gabov of the Ministry of Economic
Development of Russia.
7. Igor Anatolyevich Head of the Secretariat of the Deputy
Prime Minister of the Russian
Federation - Presidential Envoy to
the Far Eastern Federal District Yu.
Zadvornov P. Trutnev.
8. Andrey Valentinovich Member of the Management Board, First
Deputy General Director of RusHydro.
Kazachenkov
9. Sergey Yuryevich Deputy Chairman of the Management
Board of NP Market Council
Association
Lebedev
10. Leonid Gennadyevich General Director of ANO Far East
Investment and Export Agency.
Petukhov
11. Denis Viktorovich Deputy Director for Unified Energy
System Development at SO UES JSC.
Pileniyeks
12. Aleksandr Mikhaylovich Member of the Management Board,
Deputy General Director of Rosseti
PJSC for Service Development and
Implementation.
Pyatigor
13. Aleksey Valeryevich Deputy Chairman of the Management
Board of FGC UES PJSC.
Molskiy
14. Sergey Aleksandrovich First Deputy Minister of Russian Far
East Development.
Tyrtsev
2. To elect Yuriy Petrovich Trutnev as Chairman of the Committee for Far
East Energy Development under the Board of Directors of RusHydro.
3. To ensure that the Company concludes confidentiality agreements with the
members of the Committee for Far East Energy Development under the Board of
Directors who are not classified as Company insiders under the legislation
of the Russian Federation, as per the form established in the Company's
internal documents.
3.6. Forming the Reliability, Energy Efficiency and Innovations Committee
under the Board of Directors of the Company.
Resolution adopted:
1) To determine the size of the Reliability, Energy Efficiency, and
Innovations Committee under the Board of Directors: 9 persons.
2) To elect the following persons to the Reliability, Energy Efficiency,
and Innovations Committee under the Board of Directors of the Company:
Nikolay Dmitriyevich Member of the Board of Directors of
RusHydro,
1)
Rogalev
Chancellor of the National Research
University Moscow Power Engineering
Institute.
Igor Anatolyevich Deputy Director of the Department for
Operational Control and Management of
2) the Electrical Power Industry under the
Ministry of Energy of Russia.
Baikov
Oleg Gennadyevich Member of the Management Board - Deputy
Chairman of the Management Board of NP
3) Market Council Association.
Barkin
Boris Borisovich Member of the Management Board, First
Deputy General Director - Chief Engineer
4) of RusHydro.
Bogush
Yuriy Mikhaylovich Deputy Director for Unified Energy
System Regime Management at SO UES JSC.
5)
Vishnevskiy
Sergey Igorevich Vice President for Governmental Affairs
at Management Company Polyus LLC.
6)
Zhuravlyov
Andrey Vladimirovich Deputy General Director, Chief Engineer
of Rosseti PJSC.
7)
Mayorov
George Ilyich Member of the Management Board, First
Deputy General Director of RusHydro.
8)
Rizhinashvili
Mikhail Petrovich President of Peter the Great Saint
Petersburg Polytechnic University,
9) Chairman of the Bureau of the Scientific
and Technical Council of RusHydro.
Fedorov
3) To elect Nikolay Dmitriyevich Rogalev as Chairman of the Reliability,
Energy Efficiency, and Innovations Committee under the Board of Directors
of RusHydro.
4. To ensure that the Company concludes confidentiality agreements with the
members of the Reliability, Energy Efficiency and Innovations Committee
under the Board of Directors who are not classified as Company insiders
under the legislation of the Russian Federation, as per the form established
in the Company's internal documents.
5. To recognize the appropriateness of the composition of the committees to
the objectives of the Board of Directors and the goals of Company activities
and the absence of the need to set up new committees.
Item 4: Approving the Program of Works of the Board of Directors of RusHydro
for H2 2019.
Resolution adopted:
To approve the Program of Works of the Board of Directors of RusHydro for H2
2019 (Schedule No. 1 hereto).
Item 5: Determining the position of RusHydro (RusHydro's representatives) in
the management bodies of its subsidiaries.
Resolution adopted: Confidential.
Item 6: Recognizing a member of the Board of Directors of the Company as
independent.
Resolution adopted:
In accordance with the recommendations of the HR and Remuneration
(Nominations) Committee under the Company's Board of Directors:
To take into account information on the results of evaluation of the
conformance of Maksim Sergeyevich Bystrov, member of the Board of Directors,
to the independence criteria established in Appendix 4 to the Listing Rules
of Moscow Exchange.
There is no affiliation between M. S. Bystrov and the Company, competitors
or the state.
M. S. Bystrov has formal criteria of affiliation with:
- the Company's significant counterparties-ATS JSC, SO UES JSC, FSC JSC, ANO
Market Council Training Center*, Karachayevo-Cherkesskenergo JSC, and
Kabbalkenergo JSC**, as the amount of liabilities under agreements between
the Company and each of the said counterparties exceeds 2% of the book value
of assets and 2% of the revenue of each counterparty;
- the Company's major shareholder, the Russian Federation***,
as M. S. Bystrov is a member of the Board of Directors in more than two
organizations controlled by the Russian Federation, i.e. Rosseti PJSC, SO
UES JSC, and RusHydro.
To note that the connection between Maksim Bystrov and the significant
counterparties of the Company-ATS JSC, SO UES JSC, FSC JSC, ANO Market
Council Training Center, Karachayevo-Cherkesskenergo JSC, and Kabbalkenergo
JSC-is formal in nature and does not affect Mr. Bystrov's ability to act, as
a member of the Board of Directors, in the interests of the Company and its
shareholders for the following reasons:
- In accordance with Order of the Government of the Russian Federation
(hereinafter, "RF Government") No. 607-r dated March 30, 2019, M. S. Bystrov
has been nominated by the Russian Federation as an independent director;
therefore,
M. S. Bystrov has no obligation to vote according to the directives of the
Government of the Russian Federation (Clause 16 of Regulation of the RF
Government No. 738 dated December 3, 2004);
? ATS JSC**** (Joint-Stock Company Administrator of the Trade System of
the Wholesale Electricity Market) is a commercial operator of the
wholesale electricity and capacity market (the "wholesale market") and
renders services to the Company for organizing electricity and capacity
trading in the wholesale market in the manner provided for in Clause 7 of
Article 33 of Federal Law No. 35-FZ dated March 26, 2003 "On the Electric
Power Industry" (the "Federal Law on the Electric Power Industry") under
an Agreement for Integration into the Trade System of the Wholesale
Market. The conditions of the agreement are binding for the parties.
Commercial relations between the Company and ATS JSC are based on the
principle of nondiscriminatory access to the services of commercial
infrastructure organizations of the wholesale market (Article 20 of the
Federal Law "On the Electric Power Industry") and on the principle of
state regulation of tariffs for the services of a commercial operator of
the wholesale market (Article 23.1 of the Federal Law "On the Electric
Power Industry");
? SO UES JSC (Joint-Stock Company System Operator of the Unified Energy
System) provides the Company with operational dispatch management services
in the electric power industry due to its status as a system operator
envisioned by Clause 1 of Article 12 of the Federal Law on the Electric
Power Industry and under the Agreement for Integration into the Trade
System of the Wholesale Market. Commercial relations between the Company
and SO UES JSC are based on the principle of nondiscriminatory access to
operational dispatch management services in the electric power industry
(Clause 6 of Article 20 of the Federal Law "On the Electric Power
Industry") and on the principle of state regulation of tariffs for
operational dispatch management services (Article 23.1 of the Federal Law
"On the Electric Power Industry").
? FSC JSC (Joint-Stock Company Financial Settlement Center) is classified
among the commercial infrastructure organizations of the wholesale
electricity and capacity market of the Russian Federation; it ensures the
functioning of the contractual structure of the wholesale market and the
system of financial settlements between its participants and renders
services to the Company for calculation of claims and liabilities under
the Agreement for Integration into the Trade System of the Wholesale
Market. The Agreement was concluded in accordance with Clause 1 of Article
32 of the Federal Law on the Electric Power Industry and Clause 40 of the
Rules for the Wholesale Electricity and Capacity Market approved by
Regulation of the RF Government No. 1172 dated December 27, 2010.
Commercial relations between the Company and FSC JSC are based on the
principle of nondiscriminatory access to the services of commercial
infrastructure organizations of the wholesale market (Article 20 of the
Federal Law on the Electric Power Industry). The uniform charge for the
service package provided by FSC JSC (for all counterparties) is approved by
the Supervisory Board of NP Market Council Association.
- ANO Market Council Training Center, a company organized under NP Market
Council Association, an infrastructure company for trading at wholesale and
retail electricity and capacity market, renders services to the Company for
the education and training of specialists in organizing an efficient system
of wholesale and retail electricity and capacity trading.
Considering that the wholesale market regulations adopted by the Supervisory
Board of NP Market Council Association are constantly amended, to maintain a
high level of knowledge in the field of wholesale market procedures and to
obtain information on current and planned changes in the wholesale market,
the employees of the Company need to undergo training at the primary source,
that is, at ANO Market Council Training Center. The training contracts
between the Company and ANO Market Council Training Center are concluded on
market conditions;
- Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC are the only
last-resort electricity providers in their territory, which purchase energy
resources in the wholesale market and sell them to any consumer that
approaches them by entering into public agreements with them.
Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC sell electricity to
the Company under contracts for administrative and business needs. Payment
for goods is effected at a price and/or in accordance with the procedure for
determining the price established in accordance with the provisions of
federal laws and other statutory acts in force at the moment of payment, as
well as acts of the competent agencies in the field of state regulation of
tariffs.
Mr. Bystrov's track record in the Company's Board of Directors proves his
ability to make independent, unbiased, and conscientious judgments, as Mr.
Bystrov's stand on agenda items of meetings of the Board of Directors and
committees under the Board of Directors is based on his expertise and
experience and is autonomous and independent, and the decisions made by Mr.
Bystrov allow one to draw the conclusion that his formal affiliation with
significant counterparties, a major shareholder of the Company and the state
does not influence his decision making, as Mr. Bystrov acts in the interests
of the Company and all its shareholders.
Based on Clause 2 of Section 2.18 of Schedule No. 2 and on Schedule No. 4 to
the Listing Rules of Moscow Exchange, to recognize Maksim Sergeevich Bystrov
as an independent director.
* M. S. Bystrov is a member of the Board of Directors of SO UES JSC, the
Chairman of the Management Board and a member of the Board of Directors of
ATS JSC, and the Chairman of the Management Board and a member of the
Supervisory Board of NP Market Council Association. FSC JSC (through ATS
JSC) and ANO Market Council Training Center are controlled by the
organizations of NP Market Council Association.
** Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC are entities
controlled by Rosseti PJSC, of whose Board of Directors M. S. Bystrov is a
member.
*** 60.6% of RusHydro's ordinary shares belong to the Russian Federation,
represented by the Federal Agency for State Property Management; 13.3% of
RusHydro's ordinary shares belong to VTB Bank (PJSC), which is also
controlled by the Russian Federation.
**** By decision of the Supervisory Board of NP Market Council Association
(formerly known as "NP ATS") dated November 30, 2007, since April 1, 2008,
ATS JSC has been entrusted with the performance of the functions of a
commercial operator of the wholesale market, classified by Clause 1 of
Article 33 of the Federal Law on the Electric Power Industry as commercial
infrastructure organizations of the wholesale market.
About RusHydro
RusHydro Group is one of Russia's largest generating companies. RusHydro is
the leading producer of renewable energy in Russia with over 400 generating
facilities in Russia and abroad. The company also manages a number of R&D,
engineering and electricity retail companies. Group's thermal assets are
operated by subsidiary - RAO Energy System of East in the Far East of
Russia. Total electricity generation capacity of the Group is 39.4 GW, heat
capacity - 18.5 thousand GCal/h.
Russian Federation owns 60.56% in RusHydro, the rest is held by other
institutional and individual shareholders (over 360,000). The company's
stock is traded on Moscow Exchange (MOEX), and included in MSCI EM - MSCI
Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.
For more information:
Investor Relations Department
Tel. +7 (800) 333 8000 ext. 1607, 1319, 1304
ir@rushydro.ru
The information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of PJSC "RusHydro" ("RusHydro"). One can identify
forward-looking statements by terms such as "expect", "believe",
"anticipate", "plan", "aim", "target", "forecast", "project", "should",
"estimate", "intend", "will", "could", "may" or "might", the negative of
such terms or other similar expressions. We wish to caution you that these
statements are only predictions and that actual events or results may differ
materially from these statements.
We do not intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events. Many factors could cause the actual results to
differ materially from those contained in our projections or forward-looking
statements, including, among others, general economic and political
conditions, our competitive environment, risks associated with operating in
Russia and rapid technological and market changes in our industries, as well
as many other risks specifically related to RusHydro and its operations.
ISIN: US7821834048, RU000A0JPKH7
Category Code: MSCM
TIDM: HYDR
LEI Code: 2534005TJN9DX4YWVT97
OAM Categories: 2.2. Inside information
Sequence No.: 15057
EQS News ID: 848663
End of Announcement EQS News Service
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July 30, 2019 04:07 ET (08:07 GMT)
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