DJ PJSC RusHydro: Results of the Board of Directors Meeting on September 07, 2020
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on September 07,
2020
08-Sep-2020 / 15:40 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Results of the Board of Directors Meeting on September 07, 2020
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on September 07,
2020.
Resolutions passed on Items of the agenda:
Item 1. On Including Candidates into the Voter List for Election into the
Company Management and Control Bodies.
Resolution adopted:
1) Accept the proposals of the Russian Federation, represented by the
Federal Agency for State Property Management (holder of 61.73% of the
RusHydro voting shares) and Avitrans LLC (holder of 5.78% of the RusHydro
voting shares), on nominating candidates to be elected into RusHydro
management and control bodies, as have been received by RusHydro within
the time limit set by the RusHydro Board of Directors' Resolution dated
August 20, 2020 (Minutes No. 313 dated August 24, 2020).
2) Pursuant to the proposals received from the Company Shareholders:
1) Exclude Mikhail Viktorovich Voevodin from the voter list of
candidates to be elected into the Board of Directors of the Company, at
the Annual General Meeting of Company Shareholders on the 2019 results,
due to his candidacy being substituted.
Include, into the voter list of candidates to be elected into the Board of
Directors of the Company, at the Annual General Meeting of Company
Shareholders on the 2019 results, the candidates as follows:
No. A Candidate Proposed by (a) Position, Place of Work of a
Shareholder(s) for Candidate Proposed by the
Including into the Voter Shareholder(s) for Including to
List for Electing into the the Voter List for Electing
Board of Directors of the into the Board of Directors of
Company the Company
1. Maksim Sergeyevich Bystrov Chairman of Management Board,
Association "Nonprofit
Partnership Market Council for
Organizing Efficient Wholesale
and Retail Electricity and
Capacity Trading System"
2. Pavel Sergeyevich Grachev General Director, Public
Joint-Stock Company "Polyus"
3. Aleksey Vladimirovich Assistant Deputy Chairman of
Kozlov the Government of the Russian
Federation
4. Lev Vladimirovich Kuznetsov General Director, First Deputy
Chairman of Board of Directors,
Management Company "Intergeo"
Limited Liability Company
5. Yuriy Vladislavovich Deputy Minister of Energy of
Manevich the Russian Federation
6. Vyacheslav Viktorovich CEO of Limited Liability
Pivovarov Company "Altera Capital"
7. Mikhail Alekseyevich
Rasstrigin
8. George Ilyich Rizhinashvili
9. Nikolay Dmitriyevich Rector of Federal State-Funded
Rogalev Educational Institution of
Higher Education "National
Research Institute 'MEI' "
10. Dmitry Nikolayevich Snesar Department Head - Senior
Vice-President of VTB Bank
(Public Joint-Stock Company)
11. Yuriy Petrovich Trutnev Deputy Chairman of the
Government of the Russian
Federation - Russian
Presidential Plenipotentiary
Envoy to the Far Eastern
Federal District
12. Natalia Olegovna Filippova Deputy Head of Front Office of
the Deputy Chairman of the
Government of the Russian
Federation - Russian
Presidential Plenipotentiary
Envoy to the Far Eastern
Federal District
13. Aleksey Olegovich Chekunkov General Director, Far East and
Arctic Development Fund
Joint-Stock Company
14. Andrey Nikolayevich Vice-President for Power
Shishkin Industry, Localization and
Innovations, Member of the
Management Board of Rosneft Oil
Company Public Joint-Stock
Company
15. Nikolay Grigoryevich Management Board Chairman -
Shulginov General Director of Public
Joint-Stock Company Federal
Hydrogeneration Company -
RusHydro
3) Pursuant to the proposals received from the Company Shareholders,
include, into the voter list of candidates to be elected into the Internal
Audit Commission of the Company at the Annual General Meeting of Company
Shareholders on the 2019 results, the candidates as follows:
No. A Candidate Proposed by (a) Position, Place of Work of a
Shareholder(s) for Including Candidate Proposed by the
into the Voter List for Shareholder(s) for Including
Electing into the Internal to the Voter List for Electing
Audit Commission of the into the Internal Audit
Company Commission of the Company
1. Nataliya Nikolayevna Member of the Internal Audit
Annikova Commission of Public
Joint-Stock Company Federal
Hydrogeneration Company -
RusHydro
2. Andrey Vladimirovich Gabov Department Deputy Director,
Ministry of Economic
Development of the Russian
Federation
3. Tatyana Valentinovna Zobkova Department Deputy Director,
Minenergo of Russia
4. Yakub Hadzhimuratovich Department Chief
Malsagov Specialist-Expert, Russian
Federal Agency for State
Property Management
5. Igor Nikolayevich Repin Deputy Executive Director of
Professional Investors'
Association
Item 2. On considering the Company Shareholders' proposals as to putting
items on the agenda of Annual General Meeting of RusHydro Shareholders.
Resolution adopted:
Accept the proposal of the Russian Federation as the Company Shareholder,
represented by the Federal Agency for State Property Management (holder of
61.73% of RusHydro voting shares), as received by RusHydro within the time
limit set by the RusHydro Board of Directors' Resolution dated August 20,
2020 (Minutes No. 313 dated August 24, 2020), to put on the agenda of the
Annual General Meeting of Shareholders on the 2019 results, the items as
follows:
No. Item wording as proposed by Resolution wording as proposed
the shareholder by the shareholder
1. Approval of the Company None
annual report
2. Approval of the Company None
annual accounting
(financial) statements
3. Approval of distribution of None
the Company profit as of
year-end of 2019
4. On the amounts, due dates None
and forms of dividend
payment on the basis of
performance for 2019, and on
fixing the date of record
for dividends
5. On payment of remuneration None
for working in the incumbent
Board of Directors to the
Company Board of Directors
Members other than public
servants, in the amount
stipulated by the Company
internal documents
6. On payment of remuneration None
for working in the incumbent
to the Company Internal
Audit Commission Members
other than public servants,
in the amount stipulated by
the Company internal
documents
7. Electing into the Board of None
Directors of the Company
8. Electing into the Internal None
Audit Commission of the
Company
9. Approval as to the Company None
Auditor
Item 3. On Approving the Agenda of the Annual General Meeting of Company
Shareholders.
Resolution adopted:
Approve the agenda of the Annual General Meeting of Company Shareholders to
be held on the 2019 results, as follows:
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DJ PJSC RusHydro: Results of the Board of Directors -2-
1) Approval of the Company annual report for 2019.
2) Approval of the Company annual accounting (financial) statements as of
year-end of 2019.
3) Approval of distribution of the Company profit as of year-end of 2019.
4) On the amounts, due dates and forms of dividend payment on the basis of
performance for 2019, and on fixing the date of record for the dividends.
5) On payment of remuneration for working in the incumbent Board of
Directors to the Company Board of Directors Members other than public
servants, in the amount stipulated by the Company internal documents.
6) On payment of remuneration for working in the incumbent to the Company
Internal Audit Commission Members other than public servants, in the
amount stipulated by the Company internal documents.
7) Electing into the Board of Directors of the Company.
8) Electing into the Internal Audit Commission of the Company.
9) Approval as to the Company Auditor.
10) Approval of the redrafted RusHydro Articles of Association.
11) Approval of the redrafted Regulation on the Convening and Holding of
the RusHydro General Shareholders Meeting.
12) Approval of the redrafted Regulation on the Convening and Holding
Meetings of the RusHydro Board of Directors.
13) Approval of the redrafted Regulation on the RusHydro Management Board.
14) Approval of the redrafted Regulation on Remunerations and
Compensations to the RusHydro Internal Audit Commission Members.
Item 4. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval of distribution of the Company profit as of
year-end of 2019.
Resolution adopted:
Approve preliminarily, and recommend the Annual General Meeting of Company
Shareholders to approve, the distribution of the Company profit as of
year-end 2019 as follows:
(mln RUB)
Retained earnings (losses) for the reporting period 38,644.8
Distribute to: Reserve Fund 1,932.2
Company Development 21,038.6
Dividends 15,674.0
Item 5. On Recommendations to the Annual General Meeting of Company
Shareholders as to: On the amounts, due dates and forms of dividend payment
on the basis of performance for 2019, and on fixing the date of record for
the dividends.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Pay dividends on the Company ordinary shares based on the 2019 results, in
the amount of RUB 0.03568039 per share.
Dividend payment form: money.
Fix October 10, 2020 (the 10th day as from the dividend payment resolution
adopting date) as the date of record for dividends.
For a nominee holder, and a trustee being a professional securities market
participant, registered in the Company shareholders' register, the dividend
payment period should not exceed 10 (ten) business days, and for other
persons registered in the Company shareholders' register - 25 (twenty five)
business days from the date of record for dividends.
Item 6. On Recommendations to the Annual General Meeting of Company
Shareholders as to: On payment of remuneration for working in the incumbent
Board of Directors to the Company Board of Directors Members other than
public servants, in the amount stipulated by the Company internal documents.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Pay remuneration to the members of the Board of Directors of the Company on
the basis of their work in the Board of Directors for the period from June
28, 2019 through September 30, 2020 in the amount, in manner, and within the
period specified by the Regulation on Payment of Remunerations and
Compensations to the Members of the Board of Directors of RusHydro approved
by the resolution of the annual General Meeting of Shareholders of the
Company dated June 28, 2019 (Minutes No. 18 dated July 02, 2019).
Item 7. On Recommendations to the Annual General Meeting of Company
Shareholders as to: On payment of remuneration for working in the incumbent
to the Company Internal Audit Commission Members other than public servants,
in the amount stipulated by the Company internal documents.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Pay remuneration to the members of the Internal Audit Commission of the
Company based on their work in the Internal Audit Commission for the period
from June 28, 2019 through September 30, 2020, in the amount, in the manner,
and within the period specified by the Regulation on Payment of
Remunerations and Compensations to the Members of the Internal Audit
Commission of RusHydro approved by the resolution of the Annual General
Meeting of Shareholders of the Company dated June 26, 2017 (Minutes No. 16
dated June 27, 2017).
Item 8. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval as to the Company Auditor.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve Joint-Stock Company PricewaterhouseCoopers Audit (PSRN
1027700148431) as the Company Auditor.
Item 9. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval of the redrafted RusHydro Articles of
Association.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve the redrafted RusHydro Articles of Association in accordance with
the RusHydro draft Articles of Association included into the materials for
the Meeting, available on the RusHydro corporate Internet site
www.rushydro.ru [1]*.
Item 10. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval of the redrafted Regulation on the Convening
and Holding of the RusHydro General Shareholders Meeting.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve the redrafted Regulation on the Convening and Holding of the
RusHydro General Shareholders Meeting in accordance with the RusHydro draft
Regulation on the Convening and Holding of the RusHydro General Shareholders
Meeting included into the materials for the Meeting, available on the
RusHydro corporate Internet site www.rushydro.ru [1]*.
Item 11. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval of the redrafted Regulation on the Convening
and Holding Meetings of the RusHydro Board of Directors.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve the redrafted Regulation on the Convening and Holding of the
RusHydro Board of Directors Meetings in accordance with the RusHydro draft
Regulation on the Convening and Holding of the RusHydro Board of Directors
Meetings included into the materials for the Meeting, available on the
RusHydro corporate Internet site www.rushydro.ru [1]*.
Item 12. On Recommendations to the Annual General Meeting of Company
Shareholders as to: Approval of the redrafted Regulation on the RusHydro
Management Board.
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve the redrafted Regulation on the RusHydro Management Board in
accordance with the draft Regulation on the RusHydro Management Board
included into the materials for the Meeting, available on the RusHydro
corporate Internet site www.rushydro.ru [1]*.
Item 13. On Recommendations to the Annual General Meeting of Company
Shareholders as to: "Approval of the redrafted Regulation on Remunerations
and Compensations to the RusHydro Internal Audit Commission Members".
Resolution adopted:
Recommend the Annual General Meeting of Company Shareholders to adopt the
resolution as follows:
Approve the redrafted Regulation on Remunerations and Compensations to the
RusHydro Internal Audit Commission Members in accordance with the draft
Regulation on Remunerations and Compensations to the RusHydro Internal Audit
Commission Members included into the materials for the Meeting, available on
the RusHydro corporate Internet site www.rushydro.ru [1]*.
Item 14. On Recognizing Candidates to the Company Board of Directors as
Independent.
Resolution adopted:
1) Pursuant to the recommendations of the HR and Remunerations
(Nominations) Committee under the Board of Directors of the Company
(Minutes No. 102 dated September 01, 2020), take information in
consideration on the results of assessment of the compliance of the Board
Members (candidates to the Board of Directors of the Company to be elected
at the Annual General Meeting of Shareholders in 2020) with the
independence criteria provided for in Appendix 4 to Moscow Exchange PJSC
Listing Rules** (hereinafter, "the Listing Rules").
**Approved by the Moscow Exchange Supervisory Board on January 21, 2020
(Minutes No. 18).
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DJ PJSC RusHydro: Results of the Board of Directors -3-
2) In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4
to the Listing Rules, recognize:
Vyacheslav Viktorovich Pivovarov as an independent candidate to the Board of
Directors of the Company to be elected at the Annual General Meeting of
Shareholders in 2020 on the grounds specified in Schedule No. 1 to the
Minutes***.
In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4, to
the Listing Rules, recognize:
Maksim Sergeyevich Bystrov as an independent candidate to the Board of
Directors of the Company to be elected at the Annual General Meeting of
Shareholders in 2020 on the grounds specified in Schedule No. 2 to the
Minutes****.
*** Schedule No. 1 to the Minutes
Having assessed the compliance of V. V. Pivovarov, a member of the Board of
Directors of the Company / candidate to the Board of Directors of the
Company to be elected at the Annual General Meeting of Shareholders in 2020,
with the criteria for determining the independency of the Board members, as
envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations
(Nominations) Committee (Minutes No. 102 dated September 01, 2020)
established that V. V. Pivovarov is not a party related to:
? any substantial Company shareholder;
? any substantial counterparty or competitor of the Company;
? a state (the Russian Federation, a Russian Federation constituent
entity) or a municipal entity.
According to results of the assessment performed, a criterion of being
related to the Company was revealed for V. V. Pivovarov, since V. V.
Pivovarov has been holding a position with the Board of Directors of the
Company as of April 28, 2020 over 7, but less than 12 years in the aggregate
(7 full years).
The HR and Remunerations (Nominations) Committee under the Board of
Directors of the Company established that the existing relation to the
Company is of nominal nature, and recommended the Board of Directors of the
Company to recognize V. V. Pivovarov as an Independent Director.
V. V. Pivovarov's relatedness to the Company is of a formal nature and
cannot affect his ability to form unbiased and independent opinions as to
the agenda items considered by the Board of Directors and act for the
benefit of the Company and all shareholders thereof due to the reasons as
follows:
? Pursuant to Order No. 804-r dated March 30, 2020 of the Russian
Government, V. V. Pivovarov was nominated to Board Members as an
Independent Director, thereby there is no duty for V. V. Pivovarov to vote
in pursuance of the Russian Government directives, if elected into the
Board of Directors in 2020 (Clause 16 of Regulation No. 738 of the
Government of the Russian Federation dated December 03, 2004);
? throughout the period of filling the Board Member vacancy, V. V.
Pivovarov has been involved actively in the activities of the Board of
Directors of the Company - in 2019, he was participating in the absolute
majority of meetings held by the Board of Directors (19 of 20 meetings in
2019) and Committees under the Board of Directors of the Company (for the
Audit Committee, 19 of 21 meetings; for the HR and Remunerations
(Nominations) Committee, 15 of 15 meetings; for the Strategy Committee, 12
of 12 meetings; for the Investment Committee, 8 of 9 meetings);
? V. V. Pivovarov track record with the Company Board of Directors and
Committees in 2013 - 2019 has been demonstrating his ability to provide
independent, unbiased and fair judgments, since the V. V. Pivovarov's
stance as to the agenda items of meetings of the Board of Directors and
Committees under the Board of Directors has been based on his professional
expertise and experience, has been rational and independent, and the
nature of resolutions adopted by V. V. Pivovarov previously and at present
allow coming to a conclusion that, having his relatedness to the Company
established formally, V. V. Pivovarov has acted and keeps acting for the
benefit of the Company and all shareholders thereof;
? since 2015, V. V. Pivovarov has been sitting on the HR and Remuneration
(Nominations) Committee (as its Chairman now), as well as on the Audit
Committee under the Board of Directors of the Company. From 2013 through
2019, he also was sitting on the Board of Directors of the Company and
other Committees under the Board of Directors of the Company. The long
period of V. V. Pivovarov's working with the Board of Directors of the
Company, HR and Remunerations (Nominations) Committee and Audit Committee
under the Board of Directors, is an advantage for the Company, since V. V.
Pivovarov has the necessary many years' professional experience in
preparing, analyzing, assessing and auditing accounting (financial)
statements, as well as extensive knowledge of the Company business, which
facilitate and enhance the performance of the Board of Directors of the
Company and the Committees thereunder;
? In May 2020, V. V. Pivovarov signed a Declaration of a Board Member / a
Candidate to the Board of Directors of the Company Recognized as
Independent, in the form recommended by Moscow Exchange.
V. V. Pivovarov has the sterling both business and personal reputation and
also has skills, experience and vital professional expertise in the
financial, managerial and economic areas, as needed for adopting independent
resolutions falling within the scope of the Board of Directors of the
Company and required for the effective exercise of his functions and
allowing him, inter alia, to participate in the operation of a range of
committees under the Board of Directors of the Company.
**** Schedule No. 2 to the Minutes
Having assessed the compliance of M. S. Bystrov, a member of the Board of
Directors of the Company / candidate to the Board of Directors of the
Company to be elected at the Annual General Meeting of Shareholders in 2020,
with the criteria for determining the independency of the Board members, as
envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations
(Nominations) Committee (Minutes No. 102 dated September 01, 2020)
established that M. S. Bystrov is not a party related to:
? Company competitors;
? a state (the Russian Federation, a Russian Federation constituent
entity) or a municipal entity.
According to the assessment results, for M. S. Bystrov, a criteria were
revealed of being related to:
- the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC,
Market Council TC ANO1, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC2,
UES Research Center JSC3, since the amount of obligations under contracts
between the Company and each of the counterparties abovementioned exceed 2%
of the book value of assets, and 2% of revenues, of each counterparty;
? a substantial Company shareholder - the Russian Federation4, as M. S.
Bystrov is a Board Member at more than two organizations controlled by the
Russian Federation, namely Rosseti PJSC, SO UES JSC, and RusHydro;
? the Company - M. S. Bystrov has been a Member of the Board of Directors
of the Company since 2013, i.e. the period of his holding the Board Member
position as of June 28, 2020 amounted to over 7, but less than 12 years (7
full years).
The HR and Remunerations (Nominations) Committee under the Board of
Directors of the Company established that the existing relation to the
Company, its substantial counterparties and its substantial shareholder, is
of nominal nature, and recommended the Board of Directors of the Company to
recognize M. S. Bystrov as an Independent Director. M. S. Bystrov's
relatedness to the Company substantial counterparties: ATS JSC, SO UES JSC,
CFR JSC, Market Council TC ANO, Karachaevo-Cherkesskenergo JSC,
Kabbalkenergo JSC, UES Research Center JSC, and with the Company substantial
shareholder is of nominal nature and cannot affect his ability to form
unbiased and independent opinions as to the agenda items considered by the
Board of Directors and act for the benefit of the Company and all
shareholders thereof, due to the reasons as follows:
? Pursuant to Order No. 804-r dated March 30, 2020 of the Government of
the Russian Federation (hereinafter, the Russian Government), M. S.
Bystrov was nominated, by the Russian Federation, to the Company Board
Members as an Independent Director, thereby there is no duty for M. S.
Bystrov to vote in pursuance of the Russian Government directives, if
elected into the Board of Directors in 2020 (Clause 16 of Regulation No.
738 of the Government of the Russian Federation dated December 03, 2004);
? ATS JSC5 (Wholesale Electricity and Capacity Market Trading System
Administrator Joint Stock Company) is a wholesale electricity and capacity
market (hereinafter, the wholesale market) commercial operator, and
renders services, to the Company, in the sphere of arranging electricity
and capacity trading at the wholesale market, as prescribed by Article 33,
Clause 7 of Federal Law No. 35-FZ dated March 26, 2003, "On Electric Power
Industry" (hereinafter, the Russian Federal Law on the Electric Power
Industry), under the Contract for Joining the Wholesale Market Trading
System. The Contract terms and conditions are and shall be binding for the
parties. Commercial relations between the Company and ATS JSC are based on
the principle of non-discriminatory access to the services providable by
the wholesale market commercial infrastructure organizations (Article 20
of the Russian Federal Law on the Electric Power Industry) and the
principle of the state regulation of tariffs for the wholesale market
commercial operator's services (Article 23.1 of the Russian Federal Law on
the Electric Power Industry);
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