15 YEARS —
UNITING
THE ENERGY
APPENDICES
to 2019 Annual report
CONTENT
APPENDIX NO.1 INFORMATION ON COMPLIANCE WITH THE RUSSIAN CORPORATE
GOVERNANCE CODE ....................................................................................................... 4
APPENDIX NO.2 Information (Report) on Interested-Party Transactions Concluded by PJSC
RusHydro in 2019 ......................................................................................................... 41
APPENDIX NO.3 Information on Participation in Other Organizations ............................... 48
3.1. Information Concerning All Forms of the Company's Shareholding in Commercial Entities,
including its Objectives, Form and Financial Involvement, Basic Data on the Entities (Main
Statutory Activities, Earnings, Profit) and Efficiency Indicators, in Particular, the Amount of
Dividends Received for the Owned Shares in the Reported Period ..................................... 48
3.2. Information Concerning All Forms of the Company's Participation in Non-Commercial
Entities, including the Entity Name, Date of Joining, Subscription Fee in RUB/other currency,
Area of the Entity's Activities.......................................................................................... 59
3.3. Information Concerning Shares/Stakes Purchase Contracts made by PJSC RusHydro in
2019, Indicating the Parties to the Contracts, their Subject, Price, and other Terms ........... 63
APPENDIX NO.4 Information on the Decisions Adopted by RusHydro’s Board of Directors in
2019............................................................................................................................ 67
APPENDIX NO.5 Information on the Meetings of the Committees under the Board of
Directors .....................................................................................................................131
Audit Committee under the Board of Directors................................................................131
Nominations and Compensations Committee under the Board of Directors........................147
Strategy Committee under the Board of Directors ...........................................................166
Investments Committee under the Board of Directors .....................................................177
Far East Energy Development Committee under the Board of Directors ............................192
Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors..199
APPENDIX NO.6 Information on the Sale of Non-Core Assets of PJSC RusHydro for 2019 .203
APPENDIX NO.7 Information on Pending Legal Proceedings ...........................................208
APPENDIX NO.8 Information Concerning the State Support Received by the Company in the
Reporting Year, Including Information on the Subsidies Granted (in Rubles), Aim of Use,
Information on the Use of Funds as of the End of the Reporting Period ............................209
APPENDIX NO.9 Report on the Long-term Development program implementation of the
RusHydro Group for the year of 2019 ............................................................................211
9.1. Methodology for calculation and evaluation of Key Performance Indicators of RusHydro
Group's Long-Term Development Program.....................................................................242
APPENDIX NO.10 Independent Assurance Report on the Fulfilment of the Long-Term
Development Programme of RusHydro Group for 2019 ...................................................269
2
APPENDIX NO.11 Information Concerning Establishment of Unified Treasuries in the Head
Companies, Subsidiaries, and Affiliates ..........................................................................272
APPENDIX NO.12 Information on the Actual Results of the Implementation of Executive
Orders and Instructions issued by the President of the Russian Federation and by the
Government of the Russian Federation in 2019 ..............................................................274
APPENDIX NO.13 Information about Legal Entities Controlled by the Company that are of
Material Significance ....................................................................................................285
APPENDIX NO.14 List of the Most Significant Transactions Carried out by the Company and
other Major Controlled Legal Entities for the last year .....................................................291
APPENDIX NO.15 Accounting statements and the Independent Auditor's audit report as of
December 31, 2019 (in accordance with RAS) ................................................................298
APPENDIX NO.16 Consolidated financial statements prepared in accordance with IFRS and
an audit opinion for the year ended December 31, 2019 and as of that date.....................368
APPENDIX NO.17 Opinion of the Internal Audit Commission of Public Joint-Stock Company
Federal Hydro-generating Company RusHydro (PJSC RusHydro) following RusHydro’s 2019
financial and business performance audit .......................................................................439
APPENDIX NO.18 (cid:505)onsideration of stakeholders’ recommendations given at the Public
Hearings in 2019 (Report for 2018 Draft).......................................................................445
APPENDIX NO.19 (cid:505)onsideration of stakeholders’ recommendations given at the Public
Hearings in 2020 (Report for 2019 Draft).......................................................................446
APPENDIX NO.20 Certificate of Public Certification of the Report by the RUIE Council on
Non-Financial Reporting ...............................................................................................450
APPENDIX NO.21 Organizational structure of PJSC RusHydro.........................................451
APPENDIX NO.22 GRI indicator consolidation boundaries and additional disclosures ........452
3
APPENDIX NO.1 INFORMATION ON COMPLIANCE WITH THE RUSSIAN CORPORATE GOVERNANCE CODE
Hereby the Board of Directors of PJSC RusHydro announces the observance of the principles of corporate governance enshrined in the corporate
governance Code and the reasons of partially observance and non-observance the particular principles of the Russian Corporate Governance Code.
Information on principles and recommendations of the Corporate Governance Code that are not complied with by PJSC RusHydro or are compiled by
PJSC RusHydro not in full with description of the extent to which they are not complied with:
Partially complied principles:
principle 1.1.6 is not complied with in the following part: not all candidates for the Company's management and control bodies were
present at the General meeting of shareholders of the Company.
principle 2.8.5 is not complied with in the following part: independent directors head not all committees, but only part of them.
principle 7.2.2 is not complied with in the following part: list of grounds on which members of the Board of Directors and other
parties stipulated by the legislation are considered interested in the transactions of the Company, is not widened.
Principles not complied with:
principle 2.4.3: independent directors comprise not less than one third of the elected members of the Board of Directors.
Detailed information on the compliance of RusHydro with the principles and recommendations of the Corporate Governance Code recommended for
use by the Bank of Russia is indicated in the table on "Compliance with the principles and recommendations of the Corporate Governance Code".
A brief description of the most significant aspects of the model and practice of corporate governance in the Company, a description of the
methodology by which the Company assessed the compliance with corporate governance principles enshrined in the Corporate Governance Code
recommended by the Bank of Russia, as well as planned (proposed) actions and activities of the Company to improve the model and practice of
corporate governance with an indication of the timing of the implementation of such actions and activities is indicated in the chapter “Corporate
Governance” of this Annual Report.
4
The Company issues internal documents and corporate governance practices of the Company in accordance with the provisions of the Code of the
Company. Thus, the Company respects the fundamental principles and recommendations of the Code.
The reasons for the difference in some provisions of the Company's Corporate Governance Code from the principles of the recommendations of the
Corporate Governance Code recommended by the Bank of Russia: the inapplicability of a number of provisions of the Code to the Company (for
example, the absence of preferred shares).
Key reasons explanation, factors and (or) circumstances due to which the Company does not comply with with or complies not in full with the
principles of corporate governance, set out in the Corporate Governance Code and description of mechanisms and governance tools that are used by
the Company in place of (substitute) recommended by the Corporate Governance Code are given below in column 5 of the table of the Report on
compliance with the principles and recommendations of the Code of Corporate Governance.
The Company complies with all recommendations of the Corporate Governance Code, which are reflected in the requirements of the Moscow Stock
Exchange Listing Rules, which are mandatory for issuers whose shares are in the First level of the list of securities.
Information on compliance with the principles and recommendations of the Corporate Governance Code1
No.
Corporate Governance
Principles
Criteria used to evaluate
whether the principle is
observed
Status of
compliance with the
principle of
corporate
governance for
2019
Explanations of deviations from the evaluation criteria
compliance with the principle of corporate governance in
2019
1.1
1.1.1
The Company should ensure equal and fair treatment of all its shareholders in the course of exercising their rights to participate in the management of the
Company.
The Company creates the
most favorable conditions
possible for its
shareholders, enabling
them to participate in the
general meetings and to
1. The internal document of the
Company approved by the
general meeting of shareholders
and regulating the procedure of
general meeting holding is
available within the public
observed
partially -observed
not observed
1 Considered by the Board of Directors of PJSC RusHydro (minutes dated ___ No.______). The Board of Directors confirms that the data provided in this report
contains complete and reliable information on the Company's compliance with the principles and recommendations of the Corporate Governance Code for 2019.
5
develop informed positions
on the issues forming its
agenda, as well as
providing them with the
opportunity express their
opinions regarding the
issues under discussion.
1.1.2
Procedures for notification
of the general meeting
holding and provision of
materials for it give the
shareholders an
opportunity to properly
prepare themselves for
participation therein.
1.1.3
During the preparation for
domain.
2. The Company presents an
available way of communication
with the Company, such as
hotline, e-mail or forum in the
Internet, allowing the
shareholders to express their
opinion and send items in
relation to the agenda in the
process of preparation for
holding the general meeting.
Indicated actions were taken by
the Company on the day
preceding the general meeting
held during the reporting period.
1. A notice announcing a
general shareholders meeting is
placed (published) on the
website of the Company at least
30 days before the date of the
general meeting.
2. In the message about the
meeting provided the meeting
venue and documents required
for admission to the premises.
3. The shareholders were
provided with access to
information about what issues
were proposed on the agenda
and who was nominated to the
Board of Directors and the
auditing Commission of the
Company.
1. In the reporting period,
observed
partially -observed
not observed
observed
6
and holding of the general
meeting, the shareholders
had the opportunity to
freely and in a timely
manner receive
information about the
meeting and its materials,
to pose questions to
members of the
Company’s executive
bodies and Board of
Directors, and to
communicate with each
other.
1.1.4
There were no unjustified
difficulties preventing
shareholders from
exercising their right to
demand that a general
meeting be convened,
nominate candidates to
the Company’s
management bodies, and
to place proposals on its
agenda.
partially -observed
not observed
observed
partially -observed
not observed
shareholders were provided with
an opportunity to pose
questions to members of the
Company’s executive bodies and
Board members of the Company
before and during the annual
general meeting.
2. The materials set out the
positions of the Board of
Directors regarding the general
meeting’s agenda, as well as
dissenting opinions of the Board
members on each item therein.
3. The Company provided those
shareholders who are entitled to
review the list of persons
authorized to participate in the
meeting with the opportunity to
review it starting from the date
when the Company receives
such information.
1. The shareholders had the
opportunity to propose items to
be included in the agenda of its
annual general meeting within a
60-day period following the end-
date of the respective calendar
year.
2. In the reporting period, the
Company did not refuse to
accept proposals on the agenda
or candidates to the bodies of
the Company because of typing
errors and other insignificant
7
1.1.5
Each shareholder was able
to freely exercise his/her
right to vote in a
straightforward and most
convenient way.
1.1.6
Procedures for holding a
general meeting set out by
the Company provides
equal opportunity to all
persons present at the
general meeting to express
their opinions and ask
questions that might be of
interest to them.
observed
partially -observed
not observed
observed
partially -observed
not observed
flaws in the shareholder
proposal.
1. Internal document (internal
policy) of the Company contains
provisions whereby every
participant of the general
meeting may, until the end of
the general meeting, request a
copy of the filled out ballot
certified by the counting
commission.
1. When holding general
meetings of shareholders in the
form of a meeting (joint
presence of shareholders)
sufficient time for reports on the
agenda was provided, as well as
sufficient time to discuss these
issues.
2. The candidates to
management and control bodies
of the Company were available
to answer the questions of
shareholders at the meeting, on
which the nominees were put to
vote.
3. The Board of Directors when
making the decisions connected
with preparation and conduction
of general meetings of
shareholders considered the
issue of use of
telecommunication systems to
provide the shareholders with
remote access to take part in
Paras. 1 and 3 are fully observed.
Para. 2 is partially observed.
Regarding para. 2, the Company provides the following
explanations:
Para. 2.7. The Regulation on the procedure for convening and
holding the General Meeting of Shareholders of the Company
provides for the right to attend the meeting of persons included
in the list of candidates for election to the management and
control bodies of the Company.
In practice, the Meeting in 2019 was attended by the majority of
members of the Board of Directors, including the Chairman of
the Board of Directors and two members of the Audit
Commission. Herewith, invitations to participate in the Meeting
were sent to all candidates to management and control bodies.
The deviation from the compliance with this recommendation is
triggered by the fact that the Company, due to various reasons
(production, organizational, personal circumstances of each
candidate), cannot provide the mandatory presence of each and
every candidate to management and control bodies at each
meeting. In practice, the candidates to the Board of Directors,
who were not previously elected to the Board of Directors, are
usually present at the meetings, and shareholders have an actual
opportunity to ask them questions.
In the future, the Company intends to strive for the fullest
possible observance of this recommendation of the Code.
8
Shareholders were provided with equal and fair opportunities to participate in the profits of the Company by means of receiving dividends.
The Company developed
and put in place a
transparent and clear
mechanism for
determining the amount of
dividends and their
payment.
1. The Company developed and
disclosed its dividend policy
approved by the Board of
Directors.
observed
partially -observed
not observed
the general meetings during the
reporting period.
2. If the dividend policy of the
Company utilizes indicators from
the financial statements of the
Company to determine the size
of the dividend, the relevant
provisions of the dividend policy
should include the consolidated
indicators of financial
statements.
1. The dividend policy of the
Company contains clear
indications of financial /
economic circumstances, which
prohibit the Company from
paying the dividends.
observed
partially -observed
not observed
1.2.
1.2.1
1.2.2
1.2.3
The Company does not
make a decision on the
payment of dividends, if
such decision, without
formal violation of limits
set out by law, is
unjustified from the
economic point of view
and might lead to the
formation of false
assumptions about the
Company’s activity.
The Company does not
allow deterioration of
dividend rights of its
existing shareholders.
1.2.4
The Company strives to
rule out any means
through which its
1. The Company has not taken
any actions, which lead to the
deterioration of dividend rights
of existing shareholders in the
reporting period.
1. The Company has established
appropriate control mechanisms
in its internal documents to
observed
partially -observed
not observed
observed
partially -observed
not observed
9
shareholders can obtain
profit (gain) at the
Company’s expense other
than dividends and
distributions of its
liquidation value.
prevent its controlling persons
from deriving a profit (income)
from the Company in ways
other than dividends or
liquidation value, which contain
provisions establishing control
mechanisms for timely
identification and approval of
transactions with affiliated
parties and major shareholders
(persons entitled to control
votes attached to voting shares)
in cases when the law does not
formally recognize these
transactions as interested-party
transactions.
1.3.
1.3.1
1.3.2
1.4.
1.4
observed
partially -observed
not observed
1. During the reporting period,
the procedures adopted for
management of potential
conflicts between major
shareholders were effective, and
the Board of Directors paid
sufficient attention to conflicts
between shareholders, if there
were any.
The system and practices of corporate governance ensure equal terms and conditions for all shareholders owning shares of the same class (category),
including minority (small) and foreign shareholders and equal treatment of them on the part of the Company.
The Company has created
the conditions for fair
treatment of every
shareholder on the part of
management bodies and
controlling persons of the
Company, including
conditions to ensure
prohibition of abuse of
minority shareholders by
large shareholders.
The Company does not
perform any acts, which
would or could result in
artificial reallocation of
corporate control therein.
The shareholders were provided with reliable and efficient means of recording their rights to shares, as well as with the opportunity to freely dispose of
such shares in a non-onerous manner.
The shareholders were
1. There were no quasi-treasury
shares or they did not
participate in voting in the
course of the reporting period.
observed
partially -observed
not observed
1. Quality and reliability of the
observed
10
2.1.
2.1.1
2.1.2
partially -observed
not observed
work performed by the registrar
of the Company answers the
requirements of the Company
and its shareholders.
Regarding para. 1, the Company provides the following
explanations:
In accordance with the Charter of the Company, the terms of the
1. According to the Charter of
the Company, the Board of
Directors has the authority to
appoint, dismiss and determine
the terms and conditions of
contracts with members of
executive bodies.
provided with reliable and
efficient means of
recording their rights to
shares, as well as with the
opportunity to freely
dispose of such shares in a
non-onerous manner.
The Board of Directors performs strategic management of the Company, determines major principles of and approaches to creation of risk management
and internal control system within the Company, monitors the activity of the Company’s executive bodies, and carries out other key functions.
observed
The Board of Directors is
partially -observed
responsible for decisions to
not observed
appoint and remove
members of executive
bodies, including actions in
response to failure of the
latter to properly perform
their duties. The Board of
Directors also makes sure
that the Company’s
executive bodies act in
accordance with an
approved development
strategy and main
business goals of the
Company.
The Board of Directors
establishes basic long-term
targets of the Company’s
activity, evaluates and
approves its key
performance indicators
and principal business
goals, as well as evaluates
and approves its strategy
and business plans in
respect of its principal
areas of operations.
contract of the sole executive body shall be determined by the
Board of Directors or a person authorized by the Board of
Directors to sign a contract. Besides, the competence of the
Board of Directors includes the authority to approve the Policy on
Remuneration and Compensation of members of the Executive
Bodies.
The terms of contracts with members of the Management Board
are determined by the sole executive body taking into account
the Policy on Remuneration (Compensation) of members of
Executive Bodies approved by the Board of Directors.
1. During the reporting period at
the meetings the Board of
Directors reviewed matters
related to the status of
execution of the strategy,
approval by the financial plan
(budget) of the Company, as
well as review of criteria and
indicators (including interim)
pertaining to the execution of
the strategy and business plans
of the Company.
2. The Board of Directors heard
the report (reports) of the sole
executive body and members of
the collective executive body on
the implementation of the
strategy of the Company.
observed
partially -observed
not observed
11
2.1.3
2.1.4
The Board of Directors
determines principles of
and approaches to
creation of the risk
management and internal
control system in the
Company.
The Board of Directors
should determine the
Company’s policy on
remuneration due to and
(or) reimbursement of
costs (compensation)
incurred by its Board of
Directors, members of its
executive bodies and other
key managers.
2.1.5
The Board of Directors
plays a key role in
prevention, detection and
resolution of internal
conflicts between the
Company’s bodies,
shareholders and
employees.
2.1.6
The Board of Directors
1. The Board of Directors has
determined the principles and
approaches to creation of the
risk management and internal
control system in the Company.
2. The Board of Directors has
evaluated the risk management
and internal control system
during the reporting period.
1. The Company has developed
and implemented a policy
(policies) approved by the Board
of Directors on remuneration
and reimbursement of costs
(compensation) incurred by its
Board members, members of
executive bodies and other key
managers.
2. During the reporting period,
at the meetings the Board of
Directors reviewed matters
related to the indicated policy
(policies).
1. The Board of Directors plays
a key role in prevention,
detection and resolution of
internal conflicts.
2. The Company has created a
system of identification of
transactions related to a conflict
of interests and a system of
measures intended to resolve
such conflicts.
1. The Board of Directors has
observed
partially -observed
not observed
observed
partially -observed
not observed
observed
partially -observed
not observed
Regarding para. 1 and para. 2 the Company provides the
following explanations:
Since the category of “key executives” was not defined and not
approved by the Board of Directors, the Remuneration and
Reimbursement of Expenses (Compensation) Policy was not
approved by the Board of Directors for this category of
employees.
The Remuneration and Reimbursement of Expenses
(Compensation) Policy of all employees of the Company has
been determined with due account to the principles of the
Remuneration and Reimbursement of Expenses (Compensation)
Policy for members of the Company’s executive bodies approved
by the Board of Directors.
observed
12
plays a key role in
ensuring that the Company
is transparent, discloses
information in full and in
due course, and provides
its shareholders with
unhindered access to its
documents.
The Board of Directors
monitors the Company’s
corporate governance
practices and plays a key
role in its material
corporate events.
approved a regulation on
information policy.
partially -observed
not observed
2. The Company has appointed
persons in charge of the
implementation of the
information policy.
1. During the reporting period,
the Board of Directors reviewed
the corporate governance
practices in the Company.
observed
partially -observed
not observed
The Board of Directors is accountable to the Company’s shareholders.
Information about the
Board of Directors’ work is
disclosed and provided to
the shareholders.
1. The annual report of the
Company for the reporting
period includes information
about the attendance of
meetings of the Board of
Directors and Committees by
individual directors.
observed
partially -observed
not observed
2.1.7
2.2.
2.2.1.
2.2.2
The chairman of the Board
of Directors is available to
communicate with the
Company’s shareholders.
2. The annual report contains
information about the main
results of the evaluation of the
work of the Board of Directors in
the reporting period.
1. In the Company there is a
transparent procedure that
enables the shareholders to
send the Chairman of the Board
of Directors issues and their
position thereon.
observed
partially -observed
not observed
2.3.
The Board of Directors is an efficient and professional governing body of the Company, which is able to make objective and independent judgements and
pass resolutions in the best interests of the Company and its shareholders.
13
2.3.1
Only persons with
impeccable business and
personal reputation,
having knowledge, skills
and experience necessary
to make decisions that fall
within the competence of
the Board of Directors and
to perform all such
functions efficiently,
should be elected to the
Board of Directors.
2.3.2
Members of the Board of
Directors of the Company
are elected pursuant to a
transparent procedure
enabling the shareholders
to obtain information
about candidates sufficient
for them to get an idea of
the candidates’ personal
and professional qualities.
observed
partially -observed
not observed
observed
partially -observed
not observed
1. The performance assessment
procedure for the Board of
Directors adopted in the
Company includes the
evaluation of professional
qualifications of the Board
members.
2. In the reporting period, the
Board of Directors (or its
Nominations Committee)
evaluated candidates nominated
to the Board of Directors in
terms of their experience,
knowledge, business and
personal reputation, absence of
conflicts of interest etc.
1. In all cases of the general
meeting of shareholders
conduction in the reporting
period the agenda of which
included issues on election of
the Board of Directors, the
Company submitted biographical
data on all candidates
nominated to the Board of
Directors, results of the
evaluation of such candidates
conducted by the Board of
Directors (or its Nominations
Committee), as well as
information regarding the
candidate’s conformity with
independence criteria in
accordance with
recommendations 102 - 107 of
the Code and the candidates’
14
written consent to be elected to
the Board of Directors.
2.3.3
2.3.4
2.4.
2.4.1
observed
partially -observed
not observed
observed
partially -observed
not observed
1. During the procedure of
assessment of the work of the
Board of Directors conducted in
the reporting period, the Board
of Directors analysed its
composition in terms of
qualifications, experience and
expertise of its members.
1. During the procedure of
assessment of the work of the
Board of Directors conducted in
the reporting period, the Board
of Directors analysed the
conformity of its composition to
the needs of the Company and
its shareholders.
The composition of the
Board of Directors is
balanced, in particular in
terms of qualifications,
expertise and business
skills and enjoys the
confidence of the
shareholders.
The composition of the
Board of Directors of the
Company enables the
Board of Directors to
organize its activities in the
most efficient way
possible, in particular, to
create the possibility to
form committees of the
Board of Directors, as well
as to enable substantial
minority shareholders of
the company to put forth a
candidate to the Board of
Directors for whom they
vote.
The Board of Directors should include a sufficient number of independent directors.
An independent director
should mean any person
who has the required
professional skills and
expertise and is sufficiently
able to have his/her own
position and make
objective and bona fide
1. During the reporting period
all independent members of the
Board of Directors answered all
requirements of
recommendations 102 - 107 of
the Code or were deemed
independent pursuant to a
decision of the Board of
observed
partially -observed
not observed
15
Directors2.
judgements, free from the
influence of the Company’s
executive bodies, any
individual group of its
shareholders or other
stakeholders. It should be
noted that, under normal
circumstances, a candidate
(or an elected director)
may not be deemed to be
independent, if he/she is
associated with the
Company, any of its
substantial shareholders,
material trading partners
or competitors or the
government.
2 The recognition of directors as independent meets the requirements established by the Listing Rules of the Moscow Exchange, with the requirements of the
Corporate Governance Code of the Company, but partially does not comply with the requirements of the Corporate Governance Code recommended by the Bank of
Russia in respect of a provision that does not allow for the recognition of a director as independent if he/she has a formal connection with the State (A. Chekunov).
16
2.4.2
Evaluation is carried out of
compliance of candidates
nominated to the Board of
Directors with the
independence criteria and
regular reviews are made
of the compliance of
independent members of
the Board of Directors with
independence criteria.
When carrying out such
evaluation, substance
should take precedence
over form.
2.4.3
Independent directors
should account for at least
one-third of all directors
elected to the Board of
Directors.
1. During the reporting period
the Board of Directors (or the
Nominations Committee of the
Board of Directors) issued an
opinion regarding the
independence of each candidate
nominated to the Board and
provided the shareholders with
the appropriate conclusion.
2. At least once in the reporting
period the Board of Directors (or
the Nominations Committee of
the Board of Directors)
evaluated the independence of
current members of the Board
of Directors indicated by the
Company in the annual report
as independent directors.
3. The Company has developed
procedures indicating the
actions which must be taken by
the Board of Directors member
once he/she ceases to be
independent including their
obligation to inform the Board of
Directors of these circumstances
in a timely manner.
1. Independent directors should
account for at least one-third of
the composition of the Board of
Directors.
observed
partially -observed
not observed
observed
partially -observed
not observed
Regarding para. 1 the Company provides the following
explanations:
The number of independent members of the Board of Directors
during the reporting period was less than 1/3 of the number of
the Board of Directors, due to the fact that the Company does
not affect the composition of the Board of Directors, since
members of the Board of Directors are elected by shareholders
at the meeting.
17
However, the Nomination and Compensation Committee
considered candidates to members of the Board of Directors in
terms of their independence and this information was presented
to shareholders as part of the Meeting materials.
At the end of the reporting period, the Company had 4
independent directors (2 of which were completely independent
and 2 were recognized as independent by the decision of the
Board of Directors), which meets the requirements of the
Moscow Exchange Listing Rules for the number of independent
directors on the Board of Directors.
In order to comply with this requirement in 2020, the Company
will inform shareholders of the presence of independent
candidates among candidates to the Board of Directors.
If the Company fails to elect the sufficient number of
independent directors for the meeting in 2020, the Company will
consider the possibility of recognizing individual directors as
independent directors by a decision of the Board of Directors.
Independent directors play
a key role in prevention of
internal conflicts in the
Company and performance
by the latter of material
corporate actions.
1. Independent directors (with
no conflict of interest)
preliminarily review material
corporate actions related to a
potential conflict of interest and
the results of such evaluation
should be made available to the
Board of Directors.
observed
partially -observed
not observed
The Chairman of the Board of Directors helps to carry out the functions imposed thereon in a most efficient manner.
The independent director
is elected to the position of
the chairman of the Board
of Directors or among the
Company’s independent
directors who would
coordinate work of the
independent directors and
liaise with the chairman of
the Board of Directors.
1. The Chairman of the Board of
Directors is an independent
director or a senior independent
director who was appointed
from among the independent
directors.
2. The role, rights and
responsibilities of the Chairman
of the Board (and, if applicable,
of the senior independent
director) are clearly determined
observed
partially -observed
not observed
The Company chose an approach for electing a senior
independent director, in view of the fact that during the
reporting period Deputy Chairman of the Government of the
Russian Federation - Plenipotentiary of the President in the Far
Eastern Federal District Yu. Trutnev, representing the Russian
Federation in the Company’s Board of Directors, was elected as
the Chairman of the Board of Directors.
18
2.4.4
2.5.
2.5.1
2.5.2
2.5.3
2.6.
2.6.1
The Chairman of the Board
of Directors ensures that
meetings are held in a
constructive atmosphere
and that any items on the
meeting agenda are
discussed freely controls
the execution of decisions,
made by the Board of
Directors.
The Chairman of the Board
of Directors takes any and
all measures as may be
required to provide the
members of the Board of
Directors in a timely
manner with information
required to make decisions
on issues of the agenda.
in the internal documents of the
Company.
1. The performance of the
Chairman of the Board of
Directors was evaluated within
the framework of the Board
performance assessment
procedure in the reporting
period.
1. The obligation of the
Chairman of the Board of
Directors to take any and all
measures to provide the
members of the Board of
Directors with information
required to make decisions in a
timely manner is stipulated in
the internal documents of the
Company.
observed
partially -observed
not observed
observed
partially -observed
not observed
Board members act reasonably and in good faith in the best interests of the Company and its shareholders, being sufficiently informed, with due care and
diligence.
Acting reasonably and in
good faith means that
Board members make
decisions considering all
available information, in
the absence of a conflict of
interests, treating
shareholders of the
Company equally and
assuming normal business
risks.
1. Internal documents of the
Company define that a Board
member is obliged to notify the
Board of Directors if he/she has
a conflict of interests in relation
to any issue of the agenda of
the meeting of the Board of
Directors or Committee of the
Board of Directors before
discussion beginning of the
agenda issue.
observed
partially -observed
not observed
2. According to internal
19
2.6.2
2.6.3
Rights and duties of the
Board members are clearly
stated and documented in
the Company’s internal
documents.
Board members should
have sufficient time to
perform their duties.
documents of the Company, the
Board member should abstain
from voting on any issues in
which he/she has a conflict of
interests.
3. The Company provides a
procedure enabling the Board
members to receive, at the
expense of the Company,
professional advice on issues
relating to the competence of
the Board of Directors.
1. The Company adopted and
published an internal document
whereby the rights and duties of
the Board members are clearly
stated.
1. Individual attendance of the
Board and committee meetings
and time devoted to the
preparation for the participation
in meetings was considered
during the procedure of
assessment of the Board of
Directors in the reporting
period.
2. In accordance with internal
documents of the Company, the
Board members should notify
the Company’s Board of
Directors of their intention to
take a position in management
bodies of other entities and
(apart from subsidiaries and
affiliates of the Company), as
observed
partially -observed
not observed
observed
partially -observed
not observed
20
2.6.4
2.7.
2.7.1
2.7.2
2.7.3
observed
partially -observed
not observed
All Board members should
have equal opportunity to
access the Company’s
documents and
information. Newly elected
Board members should be
provided with sufficient
information about the
Company and work of its
Board of Directors as soon
as possible.
well as of the fact of such
appointment.
1. In accordance with internal
documents of the Company, the
Board members have the right
to obtain access to the
documents and make requests
concerning the Company and
entities controlled by the
Company and executive bodies
of the Company are obliged to
provide corresponding
information and documents.
2. The Company has a formal
induction program for newly
elected Board members.
observed
partially -observed
not observed
1. The Board of Directors held
at least six meetings in the
reporting period.
Meetings of the Board of Directors, preparation for them and participation of Board members therein should ensure efficient work of the Board.
It is recommended to hold
meetings of the Board of
Directors as needed, with
due account of the
Company’s scope of
activities and its then
current goals.
In internal documents of
the Company a procedure
for preparing for and
holding of meetings of the
Board of Directors is fixed,
enabling the Board
members to prepare
themselves properly for
the conduction of such
meetings.
The form of a meeting of
the Board of Directors
1. The Company has an internal
document in place regulating
the procedure of preparation
and holding of Board meetings,
which, inter alia, requires that
the notice of a meeting must be
made, as a rule, at least 5 days
before the date of the meeting.
observed
partially -observed
not observed
1. According to the Charter or
an internal document of the
observed
partially -observed
21
2.7.4
2.8.
2.8.1
not observed
observed
partially -observed
not observed
Company, the most important
issues (in accordance with the
list provided in recommendation
168 of the Code) must be
considered and decided at
meetings held in person.
should be determined with
due account of the
importance of the issues
on the agenda. Most
important issues should be
decided at the meetings
held in person.
Decisions on most
important issues relating
to the Company’s business
should be made at a
meeting of the Board of
Directors by a qualified
majority vote or by a
majority vote of all elected
Board members.
The Board of Directors should form committees for preliminary consideration of the most important issues of the Company’s business.
For the purpose of
preliminary consideration
of any matters of control
over the Company’s
financial and business
activities, an audit
committee is created
comprised of independent
directors.
1. According to the Charter of
the Company, the most
important issues as described by
recommendation 170 of the
Code must be decided by a
qualified majority vote of at
least three quarters of the votes
or by a majority vote of all
elected Board members.
observed
partially -observed
not observed
The requirement specified in Clause 3 of para. 2.8.1 is met by a
member of the Board of Directors, V. Pivovarov, since he has
experience in analysing accounting (financial) statements.
1. The Board of Directors
formed an Audit Committee
comprised exclusively of
independent directors.
2. The objectives of the audit
committee, including the
objectives listed in
recommendation 172 of the
Code, are determined in the
internal documents of the
Company.
3. At least one member of the
audit committee, who is an
independent director, has
experience and knowledge of
preparation, analysis, evaluation
and audit of accounting
(financial) statements.
4. Meetings of the Audit
Committee were held at least
22
observed
partially -observed
not observed
observed
partially -observed
not observed
2.8.2
2.8.3
For the purpose of
preliminary consideration
of any matters of
development of efficient
and transparent
remuneration practices, it
is recommended to form a
remuneration committee
comprised of independent
directors and chaired by
an independent director
who should not
concurrently be the Board
chairman.
For the purpose of
preliminary consideration
of any matters relating to
human resources planning
(making plans regarding
successor directors),
professional composition
and work efficiency of the
Board of Directors, the
Nominating Committee is
formed (a committee on
nominations, human
resources) with a majority
of its members being
independent directors.
once every quarter during the
reporting period.
1. The Board of Directors
formed a Remuneration
Committee comprised
exclusively of independent
directors.
2. The Remuneration Committee
is chaired by an independent
director who is not the Board
chairman at the same time.
3. The objectives of the
Remuneration Committee,
including the objectives listed in
recommendation 180 of the
Code, are determined in the
internal documents of the
Company.
1. The Board of Directors
formed the Nominations
Committee (or its objectives
indicated in recommendation
186 of the Code are
implemented by a different
committee), with a majority of
its members being independent
directors.
2. The objectives of the
Nominations Committee (or the
relevant committee performing
these functions) including the
objectives indicated in
recommendation 186 of the
Code are determined in the
23
2.8.4
2.8.5
Taking into account
activity scale and risk level
the Board of Directors of
the Company makes sure
that the composition of its
committees fully complies
with the activity goals of
the Company. Additional
committees were either
formed, or were not
deemed necessary
(strategy committee,
corporate governance
committee, ethics
committee, risk
management committee,
budget committee,
committee on health,
security and environment
etc.).
The composition of the
committees is determined
in a way to allow a
comprehensive discussion
of issues being considered
on a preliminary basis with
due consideration of
differing opinions.
internal documents of the
Company.
1. In reporting period, the Board
of Directors of the Company
considered an issue of
compliance of composition of its
committees with the goals of
the Board of Directors and
activity goals of the Company.
Additional committees were
either formed, or were not
deemed necessary.
observed
partially -observed
not observed
1. The Board committees are
chaired by independent
directors.
observed
partially -observed
not observed
Para. 1 is partially observed.
Para. 2 is fully observed.
2. In internal documents
(policies) of the Company
provisions are provided in
accordance to which persons
who are not members of the
Audit Committee, Nominating
Committee and Remuneration
Committee, can attend meetings
of committees only at the
invitation of their chairmen.
Regarding para. 1, the Company provides the following
explanations:
In accordance with the requirements of the Company's Corporate
Governance Code, the Committees should be headed by
independent directors. The Audit Committee, the Nomination and
Compensation Committee, and the Investment Committee are
headed by independent directors.
The Reliability, Energy Efficiency and Innovations Committee and
the Committee on Energy Development of the Far East are
narrow-focused committees that consider issues of territorial
development and issues related to technical policy, reliable and
24
safe operation of the Company's production facilities, energy
conservation policy, and innovative and environmental policy.
Given the specific features of the issues addressed by these
Committees, the Chairman of the Committee shall primarily
possess professional skills, experience in the operative sphere of
the relevant Committee and other special knowledge.
Having regard to the above, the members of the Committees
were elected as Chairmen of the respective Committees based
on their professional skills and experience in the relevant
operative sphere of the Committees.
The Strategy Committee is a special-purpose committee on
issues of strategic development of the Company, which by the
orders of the Government of the Russian Federation, Board of
Directors of the Company preliminarily considers strategic and
other significant transactions of RusHydro Group, issues of
priority directions of development of RusHydro Group and other
significant issues of activity.
Taking into account specificities of issues considered by the
Strategy Committee, the Chairman of the Committee is more
interested in professional skills, experience in working with the
Government of the Russian Federation and federal executive
bodies, experience in the Committee’s sphere of activity and
other special knowledge.
In connection with the abovementioned, I. Zadvornov was
elected Chairman of the Strategy Committee (Head of the
Secretariat of the Deputy Chairman of the Government of the
Russian Federation - Plenipotentiary of the President of the
Russian Federation in the Far Eastern Federal District Yu.
Trutnev), whose professional skills and work experience allow
effective interaction of committee members who are
representatives of executive authorities, business and
independent directors, to form recommendation to the Board of
Directors of the Company when considering strategic issues for
the development of the Company.
If possible, in 2019 the Company plans to consider the possibility
of electing an independent director as the Chairman of the
Strategy Committee.
25
2.8.6
2.9.
2.9.1
2.9.2
3.1.
observed
partially -observed
not observed
1. During the reporting period
chairmen of the Board
committees presented regular
reports to the Board of Directors
on their activities.
Committee chairmen
inform the Board of
Directors and its chairman
of the work of their
committees on a regular
basis.
The Board of Directors makes an exhaustive evaluation of the quality of its work and that of its committees and Board members.
Evaluation of quality of the
Board of Directors’ work is
aimed at determining how
efficiently the Board of
Directors, its committees
and Board members work
and whether their work
meets the Company’s
needs, as well as at
making their work more
intensive and identifying
areas of improvement.
1. Self-evaluation or external
evaluation of the work of the
Board of Directors in the
reporting period included the
evaluation of the work of the
Board committees, separate
members of the Board of
Directors and of the Board of
Directors as a whole.
observed
partially -observed
not observed
2. The results of the self-
evaluation or external evaluation
of the Board of Directors in the
reporting period were reviewed
by the Board of Directors at
meetings held in person.
1. An external organization
(consultant) was engaged to
carry out independent
evaluation of the work quality of
the Board of Directors at least
once in the last three reporting
periods.
observed
partially -observed
not observed
Quality of work of the
Board of Directors, its
committees and Board
members is evaluated on a
regular basis, at least once
a year. To carry out an
independent evaluation of
the quality of the Board of
Directors’ work, an
external organization
(consultant) is engaged on
a regular basis, at least
once every three years.
The Company’s corporate secretary carries out efficient interaction with its shareholders, coordination of the Company’s actions designed to protect the
26
3.1.1
3.1.2
4.1.
4.1.1
1. The Company has adopted
and disclosed an internal
document – regulation on the
corporate secretary.
rights and interests of its shareholders and support of efficient work of its Board of directors.
The corporate secretary
possesses knowledge,
experience and
qualifications sufficient for
performance of his/her
duties, as well as an
impeccable reputation and
enjoys the trust of the
shareholders.
observed
partially -observed
not observed
2. The Company disclosed on its
website and in its annual report
information on the corporate
secretary which is as detailed as
that required to be disclosed in
relation to the Board members
and members of the executive
bodies of the Company.
1. The Board of Directors
approves the appointment,
termination of appointment and
additional remuneration of the
corporate secretary.
observed
partially -observed
not observed
The corporate secretary
has sufficient
independence from the
Company’s executive
bodies and possesses
necessary powers and
resources required to
perform his/her tasks.
The level of remuneration paid by the Company is sufficient to enable it to attract, motivate and retain persons having required skills and qualifications.
Remuneration due to the Board members, the executive bodies and other key managers of the Company is paid in accordance with a remuneration policy
approved by the Company.
The level of remuneration
paid by the Company to its
Board members, executive
bodies, and other key
managers creates
sufficient motivation for
them to work efficiently
and enables the Company
to attract and retain
knowledgeable skilled and
duly qualified persons.
The Company avoids
Regarding para. 1, the Company provides the following
explanations:
Since the category of “other key managers” was not defined and
not approved by the Board of Directors, the Remuneration and
Compensation Policy was not approved by the Board of Directors
for this category of employees.
1. The Company has adopted an
internal document (documents)
– a remuneration policy
(policies) in relation to its Board
members, members of executive
bodies and other key managers
whereby the approaches to the
remuneration of the indicated
persons are clearly determined.
observed
partially -observed
not observed
27
4.1.2
4.1.3
setting the level of
remuneration any higher
than necessary, nor
allowing for an excessively
large gap between the
level of remuneration of
any of the above persons
and that of the Company’s
employees.
The Company’s
remuneration policy was
developed by its
Remuneration Committee
and approved by the
Board of Directors of the
Company. With the help
of its Remuneration
Committee, the Board of
Directors should monitor
implementation of, and
compliance with the
remuneration policy by the
Company and, should this
be necessary, review and
amend the same.
observed
partially -observed
not observed
1. During the reporting period
the Remuneration Committee
reviewed the remuneration
policy (policies), and the
practice of its (their)
implementation and, if
necessary, provided the Board
of Directors with the relevant
recommendations.
Regarding para. 1, the Company provides the following
explanations:
The Company's remuneration policy was developed by the
Nomination and Compensation Committee and approved by the
Company's Board of Directors in 2016 and is implemented since
2017. The Board of Directors with the support of the
Remuneration Committee, should this be necessary, reviews and
amends the same. During the reporting period, the Nomination
and Compensation Committee submitted relevant
recommendations to the Board of Directors.
observed
partially -observed
not observed
The Company’s
remuneration policy should
provide for transparent
mechanisms to be used to
determine the amount of
remuneration due to
members of the Board of
Directors, the executive
bodies and other key
managers of the Company,
as well as to regulate any
1. The remuneration policy
(policies) of the Company
contains (contain) transparent
mechanisms to be used to
determine the amount of
remuneration due to members
of the Board of Directors,
executive bodies and other key
managers of the Company and
regulates (regulate) all types of
payments, benefits and
Regarding para. 1, the Company provides the following
explanations:
Since the category of “other key managers” was not defined and
not approved by the Board of Directors, the Remuneration and
Compensation Policy was not approved by the Board of Directors
for this category of employees.
The Remuneration and Compensation Policy of all employees of
the Company has been determined with due account to the
principles of the Remuneration and Compensation Policy for
members of the Company’s executive bodies approved by the
Board of Directors and contains transparent mechanisms for
28
4.1.4
4.2.
4.2.1
privileges provided to any of the
indicated persons.
determining the amount of remuneration, as well as regulates all
types of payments and benefits.
observed
partially -observed
not observed
1. In the remuneration policy
(policies) of the Company or in
other internal documents of the
Company the rules of
reimbursement of expenses of
the Board members, members
of executive bodies and other
key managers of the Company
are set forth.
Regarding para. 1, the Company provides the following
explanations: Since the category of “key managers” was not
defined and not approved by the Board of Directors, the
Remuneration and Compensation Policy was not approved by the
Board of Directors for this category of employees.
The Remuneration and Compensation Policy of all employees of
the Company has been determined with due account to the
principles of the Remuneration and Compensation Policy for the
members of the Company’s executive bodies approved by the
Board of Directors.
and all types of payments,
benefits and privileges
provided to any of the
above persons.
The Company develops a
policy on reimbursement
of expenses which would
contain a list of
reimbursable expenses
and specify service levels
provided to members of
the Board of Directors, the
executive bodies, and
other key managers of the
Company. Such policy can
form a part of the
Company’s policy on
compensations.
observed
partially -observed
not observed
1. A fixed annual remuneration
has been the only form of
monetary remuneration of the
Board members for their
services in the Board of
Directors in the reporting
period.
The system of remuneration of the Board members should ensure harmony between the financial interests of the directors and the long-term financial
interests of the shareholders.
A fixed annual
remuneration is paid out to
the Board members by the
Company. The Company
does not pay remuneration
for participation in
individual meetings of the
Board of Directors or its
committees.
The Company does not
use any form of short-term
incentives or additional
financial incentives in
respect of the Board
members.
29
4.2.2
4.2.3
4.3.
4.3.1
observed
partially -observed
not observed
Regarding para. 1, the Company shall provide the
following explanations:
Not applicable. The Company does not use remuneration by
equities.
1. If internal document
(documents) - policy (policies)
on remuneration of the
Company stipulate provision of
shares of the Company to the
Board members clear rules
regulating the ownership of
shares by the Board members
should be set out, aimed at
stimulation of long-term
ownership of such shares.
Long-term ownership of
shares in the Company
contributes most to
aligning the financial
interests of the Board
members with the long-
term interests of the
Company’s shareholders.
However, the Company
does not stipulate the right
to dispose of shares
dependent on the
achievement, nor the
Board members take part
in the Company’s option
plans.
The Company does not
provide any additional
allowance or compensation
in the event of early
dismissal of the Board
members in connection
with a change of control
over the Company or other
circumstances.
The system of remuneration of the members of executive bodies and other key managers of the Company provides that their remuneration is dependent on
the Company’s performance results and their personal contributions to the achievement thereof.
Remuneration of members
of the executive bodies
and other key managers of
the Company is set out in
such a way as to procure a
reasonable and justified
ratio between its fixed
portion and its variable
portion that is dependent
on the Company’s
Regarding para. 1-3, the Company shall provide the
following explanations:
Since the category of “other key managers” was not defined and
not approved by the Board of Directors, the Remuneration and
Compensation Policy was not approved by the Board of Directors
for this category of employees. Annual performance indicators
established by the Board of Directors for the members of the
Company’s executive bodies are used in determining the size of
the variable remuneration of all Company’s employees.
1. In the reporting period,
annual key performance
indicators approved by the
Board of Directors were used to
determine the amount of
variable remuneration of
members of executive bodies
and other key managers of the
Company.
1. The Company does not
provide any additional allowance
or compensation in the event of
early dismissal of Board
members in connection with a
change of control over the
Company or other
circumstances.
observed
partially -observed
not observed
observed
partially -observed
not observed
30
Regarding para. 3, the Company shall provide the
following explanations:
All bonus payments to members of executive bodies are made in
accordance with the Remuneration Policy approved by the
Company’s Board of Directors.
The Regulations on Remuneration and Labor Contracts of the
executive bodies contain provisions stipulating the possibility to
offset the losses incurred by the Company.
Moreover, in the context of the existing provisions of the labor
legislation, the establishment of formal mechanisms for the
return of bonus payments illegally received by the members of
the executive bodies is difficult to implement.
observed
partially -observed
not observed
Regarding para. 1, the Company shall provide the
following explanations:
Since the category of “other key managers” was not defined and
not approved by the Board of Directors, the Remuneration and
Compensation Policy was not approved by the Board of Directors
for this category of employees.
The Company’s managers may be included into this Program by
a separate decision of the Board of Directors regarding the
recommendations of the Nomination and Compensation
Committee.
performance results and
employees’ personal
(individual) contributions
to the achievement
thereof.
4.3.2
The Company put in place
a long-term incentive
program for the
Company’s executive
bodies and other key
managers involving the
Company's shares (options
or other derivative
financial instruments the
underlying assets for
which are the Company’s
shares).
2. During the last evaluation of
the system of remuneration of
the members of executive
bodies and other key managers
of the Company the Board of
Directors (Remuneration
Committee) made sure that the
Company used an effective ratio
between the fixed and variable
remuneration.
3. The Company has a
procedure ensuring that any
bonus funds wrongfully obtained
by the members of executive
bodies or managers are repaid
to the Company.
1. The Company has put in
place a long-term incentive
program for the Company’s
executive bodies and other key
managers of the Company
involving the Company’s shares
(financial instruments for which
the Company’s shares are the
underlying assets).
2. The long-term incentive
program of the members of
executive bodies and other key
managers provides that the
right to dispose of shares or
exercise options shall arise no
earlier than in three years from
the date when such shares were
provided. In addition, the right
to dispose of the same should
31
be made conditional on the
achievement of certain targets
by the Company.
1. The amount of severance pay
(golden parachute) payable by
the Company in the event of
early dismissal of an executive
or other key manager at the
initiative of the Company,
provided that there have been
no bad faith actions in the
reporting period on the part of
such persons, did not exceed
double size of the fixed part of
the portion of his/her annual
remuneration.
observed
partially -observed
not observed
Regarding para. 1, the Company shall provide the
following explanations:
Since the category of “other key managers” was not defined and
not approved by the Board of Directors, the Remuneration and
Compensation Policy was not approved by the Board of Directors
for this category of employees.
"Golden parachutes" in the Company are provided not for all
categories of workers.
The amount of severance
pay (so-called "golden
parachute") payable by the
Company in the event of
early dismissal of an
executive body or other
key managers at the
initiative of the Company,
provided that there have
been no bad faith actions
on the part of such person,
should not exceed double
the fixed portion of his/her
annual remuneration.
The Company created an efficiently functioning risk management and internal control system designed to provide reasonable confidence that the
Company’s goals will be achieved.
The Board of Directors
determined the principles
of and approaches to the
creation of the risk
management and internal
control system in the
Company.
observed
partially -observed
not observed
4.3.3
5.1.
5.1.1
5.1.2
1. The functions of various
governance bodies and divisions
of the Company in the risk
management and internal
control system are clearly
determined in the internal
documents/correspondent policy
of the Company approved by
the Board of Directors.
1. The Company’s executive
bodies ensured the distribution
of functions and powers in
relation to risk management and
internal control among
managers (heads) of divisions
and departments subordinate to
them.
1. The Company has a
The Company’s executive
bodies ensure the
establishment and
continuing operation of the
efficient risk management
and internal control system
in the Company.
5.1.3
The Company’s risk
observed
partially -observed
not observed
observed
32
management and internal
control system provides
objective, fair and clear
view of the current
condition and prospects of
the Company, integrity
and transparency of its
accounts and reports,
reasonableness and
acceptability of risks being
assumed by the Company.
corruption prevention policy in
place.
partially -observed
not observed
2. The Company has developed
a procedure of informing the
Board of Directors or the Audit
Committee of the Board of
Directors of violations of the
law, internal procedures and the
ethics code of the Company.
5.1.4
5.2.
5.2.1
observed
partially -observed
not observed
1. During the reporting period,
the Board of Directors or the
Audit Committee of the Board
reviewed the efficiency of the
risk management and internal
control system of the Company.
The results of such review were
included as a part of the annual
report of the Company.
The Board of Directors is
recommended to take
required and sufficient
measures to guarantee
that the existing risk
management and internal
control system of the
Company is consistent with
the principles of and
approaches to its creation
as set forth by the Board
of Directors and that it
operates efficiently.
For systematic and independent evaluation of reliability and efficiency of the risk management and internal control system and corporate governance
practices, the Company arranges internal audits.
For conduction of internal
audits in the Company a
separate structural division
was created or
independent third-party
entity was engaged.
Functional and
administrative reporting of
the internal audit
department are separate.
1. A separate structural division
of internal audit was created in
the Company that reports
directly to the Board of Directors
or the Audit Committee or an
external independent
organization with the same
reporting status was engaged.
observed
partially -observed
not observed
33
5.2.2
6.1.
6.1.1
6.1.2
Functionally, the internal
audit department is
subordinate to the Board
of Directors.
Structural division of
internal audit carries out
evaluation of the efficiency
of the internal control
system, evaluation of the
risk management system,
as well as corporate
governance system. The
Company applies generally
accepted standards of
internal auditing.
observed
partially -observed
not observed
1. In the reporting period,
within the framework of internal
audit procedures, the efficiency
of the internal control system
and the risk management
system was evaluated.
2. The Company uses generally
accepted approaches to internal
control and risk management.
The Company and its activities should be transparent to its shareholders, investors, and other stakeholders.
The Company developed
and implemented an
information policy enabling
the Company to efficiently
exchange information with
its shareholders, investors,
and other stakeholders.
1. The Board of Directors of the
Company approved the
information policy developed in
compliance with the
recommendations of the Code.
observed
partially -observed
not observed
2. The Board of Directors (or
one of its committees) reviewed
the Company’s compliance with
the information policy at least
once in the reporting period.
1. The Company discloses
information on its corporate
governance system and the
general corporate governance
principles applied in the
Company, including on its
official website.
2. The Company discloses
The Company discloses
information on its
corporate governance
system and practices,
including detailed
information on compliance
with the principles and
recommendations of the
Code.
observed
partially -observed
not observed
Regarding para. 3, the Company shall provide the
following explanations:
According to the information provided by the Federal Agency for
State Property Management (Rosimushchestvo), the Company's
controlling entity, the Russian Federation represented by the
Federal Agency for State Property Management
(Rosimushchestvo), did not prepare a separate memorandum on
the plans for the Company.
Information about this, along with the information about the
34
inclusion of the Company into certain program documents of the
Russian Federation, is disclosed on the Company's website at
http://www.rushydro.ru/investors/stockmarket/capital/svedeniya-
o-nalichii-memoranduma-o-planakh-kontroliruyushchego-
obshchestvo-litsa-v-otnoshenie-obshch/
information regarding the
composition of its executive
bodies and the Board of
Directors, independence of the
Board members and their
membership in the Board
committees (in compliance with
the Code).
3. If there is a person who
controls the Company, the
Company publishes the
memorandum of the controlling
entity with regard to his/her
plans concerning corporate
governance in the Company.
6.2.
6.2.1
The Company discloses, on a timely basis, full, updated and reliable information about itself so as to enable its shareholders and investors to make
informed decisions.
The Company discloses
information in accordance
with the principles of
regularity, consistency and
timeliness, as well as
accessibility, reliability,
completeness and
comparability of the
disclosed data.
1. The information policy of the
Company determines the
approaches and criteria of
identifying information which
may substantially affect the
standing of the Company and
the value of its securities and
procedures which ensure that
such information is disclosed in
a timely manner.
observed
partially -observed
not observed
2. If the Company’s securities
are traded on international
organized markets, material
information is disclosed both in
the Russian Federation and on
such markets in the same
amount and at the same time
within the reporting period.
35
3. If foreign shareholders own a
substantial number of shares in
the Company, the Company
discloses information not only in
Russian, but in one of the most
commonly-used foreign
languages as well.
1. During the course of the
reporting period, the Company
disclosed annual and
semiannual financial statements
prepared in compliance with
IFRS. The annual report of the
Company for the reporting
period contains annual financial
IFRS statements and the
relevant audit report.
2. The Company discloses full
information about the structure
of the capital of the Company in
compliance with
Recommendation 290 of the
Code in the annual report and
on the website of the Company
in the Internet.
1. The annual report of the
Company contains information
about the key aspects of the
Company’s operational activities
and financial results.
2. The annual report of the
Company contains information
about the environmental and
social aspects of the Company’s
6.2.2
The Company is advised
against using a formalistic
approach to information
disclosure and discloses
material information on its
activities, even if
disclosure of such
information is not required
by law.
6.2.3
The Company’s annual
report, as one of the most
important tools of its
information exchange with
its shareholders and other
stakeholders, contains
information enabling one
to evaluate the Company’s
performance results for
the year.
observed
partially -observed
not observed
observed
partially -observed
not observed
36
activities.
1. Informational policy of the
Company defines
unburdensome procedure of
information provision to
shareholders, including
information about the entities
controlled by the Company,
upon their request.
1. During the reporting period,
the Company did not deny
shareholders’ requests to
provide information or such
refusals were justified.
6.3.
6.3.1
The Company should provide information and documents requested by its shareholders in accordance with the principle of equal and unhindered
accessibility.
Provision of information
and documents by the
Company upon the request
of the shareholders is
carried out in accordance
with the principles of equal
availability and easiness.
observed
partially -observed
not observed
6.3.2 When providing
observed
partially -observed
not observed
2. In cases specified in the
information policy of the
Company, the shareholders are
warned of the confidential
nature of the information and
undertake to protect its
confidentiality.
information to its
shareholders, the
Company should maintain
a reasonable balance
between the interests of
individual shareholders
and its own interests
related to the fact that the
Company is interested in
keeping confidential
sensitive business
information that might
have a material impact on
its competitiveness.
Any actions, which will or may materially affect the Company’s share capital structure and its financial position and, accordingly, the position of its
shareholders (material corporate actions) should be taken on fair terms and conditions ensuring that the rights and interests of the shareholders, as well as
other stakeholders, are observed.
Material corporate actions
are deemed to include
reorganization of the
Company, acquisition of 30
or more percent of its
voting shares (takeover),
entering by the Company
into any material
1. The Company’s Charter
defines a list of transactions or
other actions falling within the
category of material corporate
actions and criteria for their
definition. Making decisions on
any such material corporate
actions falls within the
observed
partially -observed
not observed
37
7.1.
7.1.1
transactions, increase or
decrease of its authorized
capital, listing and de-
listing of its shares, as well
as other actions which
might result in material
changes in the rights of its
shareholders or violation of
their interests. The
Charter of the Company
defines the list (criteria) of
transactions or other
actions falling within the
category of material
corporate actions, and
such actions fall within the
competence of the
Company’s Board of
Directors.
7.1.2
The Board of Directors
plays a key role in passing
resolutions or making
recommendations relating
to material corporate
actions, the Board of
Directors relies on the
position of the Company’s
independent directors.
competence of the Company’s
Board of Directors. In cases
when the indicated actions are
within the purview of the
general meeting of shareholders
in compliance with the
requirements of the law, the
Board of Directors issues
recommendations to the
shareholders.
2. The Charter of the Company
determines the following actions
as material corporate actions:
reorganization of the Company,
acquisition of 30 or more
percent of voting shares
(takeover), major transactions
made by the Company, increase
or decrease of the authorized
capital of the Company, as well
as listing or de-listing of the
Company’s shares.
1. The Company has a
procedure in place whereby
independent directors state their
position on material corporate
actions prior to their approval.
observed
partially -observed
not observed
7.1.3 When material corporate
actions affecting the rights
or legitimate interests of
the Company’s
shareholders are
1. The Company’s Charter,
taking into account peculiarities
of its activities, establishes lower
criteria than those specified
under the law for the
observed
partially -observed
not observed
38
categorization of the Company’s
transactions as material
corporate actions.
2. During the reporting period,
all material corporate actions
were subject to approval prior to
their execution.
performed, equal terms
and conditions are ensured
for all of the shareholders
and if statutory
mechanisms designed to
protect the shareholder
rights prove to be
insufficient for that
purpose, additional
measures are taken with a
view to protect the rights
and legitimate interests of
the Company’s
shareholders. In such
instances, the Company is
guided not only by
compliance with the formal
requirements of law but
also by the principles of
corporate governance set
out in this Code.
The Company provides such a procedure for performing any material corporate actions that enables its shareholders to receive full information about such
actions in due course and thus be in a position to influence them, and guarantees that the shareholders’ rights are observed and duly protected in the
event of performing such actions.
Information about
execution of material
corporate actions is
disclosed with explanations
concerning reasons for,
conditions and
consequences of such
actions.
Rules and procedures in
relation to material
corporate actions
performed by the
Company are set out in its
Regarding para. 1, the Company shall provide the
following explanations:
During the reporting period, there were no extraordinary
significant corporate actions that required, in the opinion of the
Company, additional disclosure.
1. Within the reporting period,
the Company disclosed
information about its material
corporate actions in a timely
manner and in detail, including
foundations and terms of such
actions.
Paras. 1 and 2 are fully observed.
Para. 3 is partially observed.
Regarding para. 3, the Company shall provide the
following explanations:
Since January 1, 2017, amendments to the legislation regarding
39
1. The Company’s internal
documents specify a procedure
for the engagement of services
of an independent appraiser to
determine the value of the
observed
partially -observed
not observed
observed
partially -observed
not observed
7.2.
7.2.1
7.2.2
internal documents.
property being transferred or
acquired under a major
transaction or an interested-
party transaction.
2. The Company’s internal
documents specify a procedure
for the engagement of the
independent appraiser to
determine the purchase or
buyback value of the shares of
the Company.
3. Internal documents of the
Company provide an extended
list of grounds on which
members of the Board of
Directors and other parties
stipulated by the legislation are
considered interested in the
transactions of the Company.
interested-party transactions have come into force, that
completely revise the approaches to the approval of interested-
party transactions. The indicated changes tend to liberalize the
regulation of interested-party transactions.
Accordingly, it is impossible to include in the Company’s Charter
an extended list of grounds (different from that prescribed in the
Law On Joint-Stock Companies), on which members of the Board
of Directors and other individuals provided for by the law, are
deemed to be interested in the Company’s transactions.
To implement this recommendation, at the General Meeting in
2020, shareholders will be proposed not to expand the list of
grounds for being deemed an interested party, but rather to add
a separate ground to the Charter for approving transactions in
which the party or beneficiary is a legal entity where members of
the Company's Board of Directors or Management Board hold
positions vested with management authority (except for positions
in governing bodies).
40
APPENDIX NO.2 INFORMATION (REPORT) ON INTERESTED-PARTY TRANSACTIONS CONCLUDED BY PJSC RUSHYDRO IN 2019
Ser.
No.
List of Transactions (Groups of
Related Transactions)
1.
The Addendum dated
January 10, 2019
to the Agreement of the
Non-State Pension Provision
Agreement in favor of
employees of PJSC
RusHydro’s branch -
Zagorskaya PSP (parity plan)
No. 242 dated January 10,
2006;
The Addendum dated
January 10, 2019 of the
Non-State Pension Provision
Agreement in favor of
employees of PJSC
RusHydro’s branch -
Zagorskaya PSP (corporate
plan) No. 241 dated March
20, 2006.
No. and Date of
Minutes of
Management Body
Approving the
Transaction
In accordance with
Clause 1.1 of Article 81
of Federal Law “On
Joint-Stock Companies”,
the members of the
Board of Directors and
the Management Board
of the Company were
notified of these
transactions.
The requirement to
obtain consent
(approval) for the
transaction has not been
received.
Material Terms of a Transaction
Parties to Addenda:
JSC NPF Otkrytie;
PJSC RusHydro (The Company).
Beneficiaries:
employees of the Company, in whose favor pension savings are
formed, and former employees of the Company - participants
of pension programs who receive a non-state pension or are
entitled to receive a non-state pension upon reaching the
pension qualification under the Non-State Pension Provision
Agreements in accordance with the local regulatory documents
(acts) of the Company.
Subject of Addenda:
from October 1, 2018, reduction in the cost of services of JSC
NPF Otkrytie under Agreements from 2% to 1% of the
transferred pension contributions. Exclusion of fixed parity
ratios from parity-based Non-State Pension Provision
Agreements.
Price of Addenda:
1% of the total pension contributions to be transferred
from October 1, 2018 under Agreements, not exceeding the
amounts approved by the Board of Directors of the Company
as part of the Company's Business Plan.
The total amount of pension contributions transferred by the
Company under Agreements for 2019 amounts to RUB
7,047,873 (seven million forty seventeen thousand eight
hundred seventy three) 58 kopecks.
Duration of Agreements:
until the Fund fully fulfils its obligations to pay pensions to all
participants.
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
Member of the
Management Board,
First Deputy General
Director of the
Company A.
Kazachenkov,
simultaneously
occupying a position
in the management
body of the legal
entity, being the
Interested Party in
the transaction
(member of the
Board of Directors of
JSC NPF Otkrytie).
41
No. and Date of
Minutes of
Management Body
Approving the
Transaction
In accordance with
Clause 1.1 of Article 81
of Federal Law “On
Joint-Stock Companies”,
the members of the
Board of Directors and
the Management Board
of the Company were
notified of these
transactions.
The requirement to
obtain consent
(approval) for the
transaction has not been
received.
Material Terms of a Transaction
Parties to Addenda:
JSC TK RusHydro (Party 1);
PJSC RusHydro (Party 2).
Subject of Addenda:
change in the list of vehicles and transport facilities for
leasing and provision of integrated transport services;
change in the price of transactions, including price
components, within the ceiling aggregate price of
Agreements;
change in schedules and/or shift timetables for
provision of vehicles and machinery within the terms of
the validity of Agreements and terms of services,
change of the planned mileage and operating time;
change of obligation execution schedules within the
terms of validity of Agreements and terms of services.
The Ceiling Aggregate Price of Addenda:
RUB 5,088,759,252.51 including VAT.
Term of services rendering and leasing under Agreements:
up to August 31, 2019.
Agreements ceased to be effective. Obligations of the parties
under Agreements are completely fulfilled.
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
Member of the
Management Board,
First Deputy General
Director of PJSC
RusHydro S. Kirov
whose brother
occupies a position
in the governing body
of the related party
to the transaction (A.
Kirov, General
Director of JSC TK
RusHydro).
Ser.
No.
List of Transactions (Groups of
Related Transactions)
2.
Addenda dated January 29,
2019, dated June 6, 2019 to
the Agreement for
transportation services and
leasing of vehicle dated
October 3, 2016 No.
032/2016/TK/Du;
Addenda dated February 15,
2019, dated September 26,
2019, dated September 26,
2019 to the Agreement for
transportation services and
leasing of vehicle dated
October 3, 2016 No.
033/2016/TK/Du;
Addenda dated January 24,
2019, dated May 21, 2019,
dated November 1, 2019 to
the Agreement for
transportation services and
leasing of vehicle dated
November 7, 2016 No.
044/2016/TK/Du;
Addenda dated January 24,
2019, dated June 3, 2019 to
the Agreement for
transportation services and
leasing of vehicle dated
November 8, 2016 No.
045/2016/TK/Du;
Addenda dated January 28,
42
Ser.
No.
List of Transactions (Groups of
Related Transactions)
No. and Date of
Minutes of
Management Body
Approving the
Transaction
Material Terms of a Transaction
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
2019, dated September 26,
2019 to the Agreement for
transportation services and
leasing of vehicle dated
November 8, 2016 No.
046/2016/TK/Du;
Addenda dated January 29,
2019, dated March 28, 2019,
dated November 1, 2019 to
the Agreement for
transportation services and
leasing of vehicle dated
November 8, 2016 No.
047/2016/TK/Du;
Agreements of Pledges dated April
12, 2019 as security of performance
of obligations of JSC DGK on Loan
Agreements dated January 29, 2019
No. DHB/RK/006/19, No.
DHB/RK/007/19, No. DHB/RK/008/19
and No. DHB/RK/005/19.
3.
In accordance with
Clause 1.1 of Article 81
of Federal Law “On
Joint-Stock Companies”,
the members of the
Board of Directors and
the Management Board
of the Company were
notified of these
transactions.
The requirement to
obtain consent
(approval) for the
transaction has not been
received.
Parties to Agreements:
PJSC ROSBANK (Bank, Creditor);
PJSC RusHydro (Surety).
Beneficiaries under Agreements:
JSC DGK being the Borrower under the Loan Agreement
(hereinafter the Borrower, Debtor).
Subject of Agreements:
As security of performance of obligations of the Debtor to the
Bank under Loan Agreements the Surety shall be liable jointly
and severally with the Debtor to the Bank to the full extent for
fulfillment by the Debtor of its obligations arising from or in
connection with the fulfillment of the terms of Loan
Agreements, including obligations to pay the principal amount,
interest, any other payments stipulated by Loan Agreements.
Price of Agreements:
determined as aggregate amount of obligations of the
Borrower, which may arise out of Loan Agreements and
Member of the
Management Board,
Deputy General
Director of the
Company V. Khmarin,
simultaneously being
the Member of the
Board of Directors of
JSC DGK - beneficiary
under suretyship
agreements.
43
Ser.
No.
List of Transactions (Groups of
Related Transactions)
No. and Date of
Minutes of
Management Body
Approving the
Transaction
Material Terms of a Transaction
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
consisting without limitation of the following:
1. obligations of the Borrower under the Loan Agreement dated
January 29, 2019 No. DHB/RK/005/19:
repay the debt sum of the Borrower within the
aggregate loan limit on revolving credit line: RUB
700,000,000 (seven hundred million);
pay interest, accrued by the rate of 8.98% (eight point
ninety eight hundredths of percent) per annum, with
the right of the Bank to change the interest rate
depending on the change of conditions of the
monetary and financial market;
pay the interest in the amount of a key rate of the
Bank of Russia, twofold the sum of the outstanding
payment.
Date of final repayment of the credit line: January 9, 2020.
2. obligations of the Borrower under the Loan Agreement dated
January 29, 2019 No. DHB/RK/006/19:
repay the debt sum of the Borrower within the
aggregate loan limit on revolving credit line: RUB
1,000,000,000 (one billion);
pay interest, accrued by the rate of 9.15% (nine point
fifteen hundredths of percent) per annum, with the
right of the Bank to change the interest rate depending
on the change of conditions of the monetary and
financial market;
pay the interest in the amount of a key rate of the
Bank of Russia, twofold the sum of the outstanding
payment.
Date of final repayment of the credit line: November 16, 2020.
3. obligations of the Borrower under the Loan Agreement dated
January 29, 2019 No. DHB/RK/007/19:
44
Ser.
No.
List of Transactions (Groups of
Related Transactions)
No. and Date of
Minutes of
Management Body
Approving the
Transaction
Material Terms of a Transaction
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
repay the debt sum of the Borrower within the
aggregate loan limit on revolving credit line: RUB
1,000,000,000 (one billion);
pay interest, accrued by the rate of 9.15% (nine point
fifteen hundredths of percent) per annum, with the
right of the Bank to change the interest rate depending
on the change of conditions of the monetary and
financial market;
pay the interest in the amount of a key rate of the
Bank of Russia, twofold the sum of the outstanding
payment.
Date of final repayment of the credit line: November 16, 2020.
4. obligations of the Borrower under the Loan Agreement of
January 29, 2019 No. DHB/RK/008/19:
repay the debt sum of the Borrower within the
aggregate loan limit on revolving credit line: RUB
533,441,000 (five hundred thirty three million four
hundred forty one thousand);
pay interest, accrued by the rate of 9.15% (nine point
fifteen hundredths of percent) per annum, with the
right of the Bank to change the interest rate depending
on the change of conditions of the monetary and
financial market;
pay the interest in the amount of a key rate of the
Bank of Russia, twofold the sum of the outstanding
payment.
Date of final repayment of the credit line: November 16, 2020.
Duration of Agreements:
Agreements become effective from the date of their signing by
the Parties.
Agreements are valid:
45
Ser.
No.
List of Transactions (Groups of
Related Transactions)
No. and Date of
Minutes of
Management Body
Approving the
Transaction
Material Terms of a Transaction
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
in relation to Loan Agreements dated January 29, 2019
No. DHB/RK/006/19, No. DHB/RK/007/19 and No.
DHB/RK/008/19 up to November 16, 2022;
in relation to the Loan Agreement dated January 29,
2019 No. DHB/RK/005/19 up to January 9, 2022.
Premature termination of Agreements is allowed in cases
stipulated by the relevant agreement.
Other conditions of Agreements:
the Surety, having fulfilled the obligation of the Borrower under
the Loan Agreement, receives all the rights of the Creditor
under this obligation to the extent that the Surety satisfied the
requirement of the Creditor.
Parties to Agreements and Addenda
Party 1 - PJSC RusHydro;
Party 2 - JSC TK RusHydro;
Subject of Agreement:
provision by the Party 2 to Party 1 of integrated transport
services, as well as leasing with a crew and leasing without a
crew of vehicles and transport facilities.
Subject of the Addendum:
change in the list of vehicles and transport facilities for
leasing and provision of integrated transport services of
the Headquarters and 18 branches of PJSC RusHydro;
change in the price of the Agreement, including price
components, within the ceiling aggregate price;
change in schedules and/or shift timetables for
provision of vehicles and machinery within the terms of
the validity of services rendering and leasing under the
Agreement;
change of obligation execution schedules within the
terms of validity of agreements and terms of services
Member of the
Management Board,
First Deputy General
Director of PJSC
RusHydro S. Kirov
whose brother
occupies a position
in the governing body
to the transaction (A.
Kirov, General
Director of JSC TK
RusHydro).
46
4.
Agreement for transportation
services and leasing of vehicle dated
October 4, 2016 and Addendum
hereto dated December 16, 2019.
In accordance with
Clause 1.1 of Article 81
of Federal Law “On
Joint-Stock Companies”,
the members of the
Board of Directors and
the Management Board
of the Company were
notified of these
transactions.
On the demand of the
Member of the Board of
Directors consent was
obtained to transaction
carrying out by the
Board of Directors of the
Company (minutes
dated September 25,
Ser.
No.
List of Transactions (Groups of
Related Transactions)
No. and Date of
Minutes of
Management Body
Approving the
Transaction
Material Terms of a Transaction
2019 No. 296).
rendering.
Interested
Party(ies) as of the
Moment of
Transaction
Conclusion
Ceiling Aggregate Price of the Agreement including the
Addendum:
RUB 4,880,824,790 (four billion eight hundred eighty million
eight hundred twenty four thousand seven hundred ninety) 04
kopecks excluding VAT.
Term of services rendering and leasing under the Agreement:
from September 1, 2019 up to August 31, 2022.
47
APPENDIX NO.3 INFORMATION ON PARTICIPATION IN OTHER ORGANIZATIONS
3.1. INFORMATION CONCERNING ALL FORMS OF THE COMPANY'S SHAREHOLDING IN COMMERCIAL ENTITIES, INCLUDING ITS OBJECTIVES,
FORM AND FINANCIAL INVOLVEMENT, BASIC DATA ON THE ENTITIES (MAIN STATUTORY ACTIVITIES, EARNINGS, PROFIT) AND EFFICIENCY
INDICATORS, IN PARTICULAR, THE AMOUNT OF DIVIDENDS RECEIVED FOR THE OWNED SHARES IN THE REPORTED PERIOD
Company Name
Objectives of
the
Involvement
Form of the
Involveme
nt
Financial Indicators of the
Involvement
Earnings
in 2019,
thou. RUB
Net Profit in
2019, thou.
RUB
Book Value of
the
Contribution,
RUB
PJSC
RusHydro's
stake in
the
Authorized
Capital, %
Main Activities
Dividends/Profit
Received by PJSC
RusHydro in 2018
for Owned Shares
(reporting period -
2018), thou. RUB
Common service
center of JSC
RusHydro2
Supporting the
Company's core
business
JSC Vedeneyev VNIIG Supporting the
Company's core
business
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
2,291,979,300.00
100
27,115
(17,567)
-
8,160,200.00
100
1,280 512
64,717
68,672 000.00
Rendering of
accounting, financial
audit, tax consulting
services
Research and
development activities
in the field of electric
power industry
JSC Zaramagskiye
Ensuring the
Shareholding 17,933,142,000.00
99.75
217,227
(24,376)
-
Construction of
2 Name before July 23, 2019 - JSC HydroEngineering Siberia.
48
HPPs
JSC Hydroinvest
JSC Leningradskaya
PSHPP
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
JSC NIIES
JSC MC HydroOGK
Supporting the
Company's core
business
Supporting the
Company's core
business
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
9,553,493,704.00
66.81
1,035,692
592,324
6,663,565 938.00
100
-
(292,851)
-
-
649 ,970,985.00
100
221,722
(63,552)
-
Zaramagskiye HPPs,
power generation
Securities transactions
Redesign of the pilot
Northern MPP,
construction of the
Leningradskaya PSPP,
power generation
Research and
development activities
in the field of electric
power industry
150,000.00
100
731,964
23,523
4,782,000.00
Managing organization
49
JSC ESCO UES
Ensuring the
development of
the Company's
core business
CJSC Boguchanskiy
Aluminum Smelter
Construction
Organizer
Development of
new type of
business
JSC Boguchanskiy
Aluminum Smelter
Construction
Customer
Development of
new type of
business
JSC Nizhne-
Bureyskaya HPP
JSC Zagorskaya
PSHPP-2
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
15,000,000.00
100
-
(68,029)
4,900.00
49
527,454
96
5,100.00
51
114,465
162
100
509,803
(997,860)
100
70,338
(485,666)
38,392,689,509.00
62,681,508 646.00
JSC TK RusHydro
Supporting the
Shareholding 531,671,380.00
100
2,568 096
(8,256)
-
-
-
-
-
-
Construction works
Construction of the
Boguchanskiy
aluminum smelter
Construction of the
Boguchanskiy
aluminum smelter
Construction of the
Nizhne-Bureyskaya
HPP
Construction of the
Zagorskaya PSHPP-2
Provision of
50
Company's core
business
JSC Engineering
Center for Renewable
Energy
Ensuring the
development of
the Company's
core business
JSC RusHydro CAC
JSC Sulaksky
HydroCascade
JSC SSHPP SC
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Supporting the
Company's core
business
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
694,072,210.00
100
-
-
3,255,023,323.00
100
1,054
(4,818)
-
-
10,347,673 015.00
100
88,462
61,827
86,738,799.93
482,153,947.00
100
99,764
(15,320)
-
transportation services
Construction of an
experimental binary
power unit
Independent
assessment of
qualifications in the
form of a professional
exam for applicants in
the field of electric
power industry
Construction of the
Sulaksky hydropower
cascade
Training and
Production Information
and Innovation Center
51
535,040.00
100
8,648,675
37,863
52,918,000.00
6,582,581.00
100
34,200.00 Euro
100
-
-
(2,217)
(5,100)
-
-
174,451.00
100
986,004
24,542
49,364,000.00
JSC Hydroremont –
VCC
Supporting the
Company's core
business
JSC Karachay-
Cherkessia
Hydrogeneration
Company
Ensuring the
development of
the Company's
core business
HydroOGK Aluminium
Company Limited
Financial
investments
JSC Lenhydroproject
PJSC Kolymaenergo
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
12,063,052,613.00
98.76
3,631,621
(3,928)
-
-
JSC ChirkeiHPPstroy
Supporting the
Company's core
business
Shareholding
in the
Company’s
249,690,071.50
74.99
4,435,923
37,346
Repair of electric
power facilities
Construction
Holding company
Research and
development activities
in the field of electric
power industry
Power generation
Construction works
52
JSC Dyakov Ust-
Srednekanskaya HPP
JSC ESC RusHydro
JSC Malaya
Dmitrovka
JSC Small HHPs of
Altai
RusHydro
International B.V.
Ensuring the
development of
the Company's
core business
Supporting the
Company's core
business
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
18,809,586,927.00
67.82
1,360,363
3,702
11,981,227,367.00
99.99
5,972,090
970,935
-
-
Construction of the
Ust-Srednekanskaya
HPP
Wholesale trade in
electric and thermal
energy
4,819,782,000.00
100
600,248
62,435
73,112,949.96
Property management
500,000.00
100
5,800,000.00 Euro
100
-
-
(5,188)
-
Construction of small
HPPs in Altai
(8,267) Euro
-
Investment Activities
53
PJSC Yakutskenergo
PJSC Boguchanskaya
HPP
JSC RHS
JSC RAO ES East
JSC CEK
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Supporting the
Company's core
business
Ensuring the
development of
the Company's
core business
Strategic,
financial
investments
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
2,769,811,893.00
29.8
36,466,247
(3,424,667)
-
Power production,
transmission and
distribution
163,578,869.00
2.9
18,467,123
6,595,548
-
Power generation
3,809,000.00
100
478,907
30,387
61,674,000.00
19,171,124,235.50
84.39
2,716,706
(2,757,319)
-
Provision of consulting
services in
procurement
Management of
holding companies
3,507,568,000.00
26.94
641,764
(5,395)
-
Power generation
JSC Verkhne-Naryn
HPPs
Ensuring the
development of
the Company's
Shareholding
in the
Company’s
2,500,000 som
50
-
(1,517,188)
som
Construction of the
Verkhne-Naryn
cascade of HPPs
54
JSC IEGC
JSC
Blagoveshchenskaya
CHPP
JSC Sakhalinskaya
SDPP-2
JSC Yakutskaya
SDPP-2
JSC CHPP at
Sovetskaya Gavan
core business
Strategic,
financial
investments
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
Ensuring the
development of
the Company's
core business
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
8,861,928,328.00
42.75
No data
No data
Power transmission
6,301,500,000.00
100
367,351
(42,444)
176,924,323.74
CHPP construction
100
150,707
46,173
15,011,980 000.00
100
2,186,953
93,814
100
-
589,723
16,861,500,000.00
13,843,500,000.00
-
-
-
SDPP construction
SDPP construction
CHPP construction
55
JSC BoAZ Holding
Company
Strategic,
financial
investments
JSC BoHPP Holding
Company
Strategic,
financial
investments
LLC RusHydro IT
Service
Supporting the
Company's core
business
LLC
Verkhnebalkarskaya
SHPP
Ensuring the
development of
the Company's
core business
LLC SHPPs of
Stavropol Krai and
Karachay-Cherkessia
Ensuring the
development of
the Company's
core business
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
500,000.00
100
10,114,189,287.00
100
-
-
(797)
(476)
-
-
500,000.00
100
1,298,851
269,554
34,935 000.00
100
3,337
1,760
100
17,499
9,970
-
-
581,256,768.00
47,694,908.51
Investment Activities
Investment Activities
Provision of consulting
services in the field of
IT
Construction of the
Verkhnebalkarskaya
SHPP
Construction of small
HPPs in Karachay-
Cherkessia
PJSC
Ensuring the
Shareholding 681,451,532.8
13.93
20,514,508
804,139
Power production,
56
Kamchatskenergo
JSC Technopark
Rumyantsevo
development of
the Company's
core business
Supporting the
Company's core
business
PJSC FEGrC
Strategic,
financial
investments
JSC Chukotskenergo
Ensuring the
development of
the Company's
core business
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
Shareholding
in the
Company’s
authorized
capital
0.000005
-
(2,474)
8.23
10.00
178,714,322.00
1.04
97,746,207
(6,935,073)
-
97.93
7,581,808
257,825
7,541,815,092
transmission and
distribution
Construction and
installation works
Purchase and sale of
electricity (power)
Power production,
transmission and
distribution
Bank of Cyprus Public
Company Ltd4
shares were
acquired during
liquidation of
RusSUNHydro
-
Shareholding
in the
Company’s
authorized
0.000186
Banking business
3 Taking into account placed new shares No. 1-01-31555-F-002D dated September 13, 2018, report on the results of new shares issue that are not yet registered by the Bank of
Russia.
4 Information on revenue and net profit is not provided, since Bank of Cyprus Public Company Ltd is not an associate and/or a joint company of the RusHydro Group
and is also not a part of it. PJSC RusHydro does not have the accounting statements of the said company.
57
Limited
capital
58
3.2. INFORMATION CONCERNING ALL FORMS OF THE COMPANY'S PARTICIPATION IN NON-COMMERCIAL ENTITIES, INCLUDING THE ENTITY
NAME, DATE OF JOINING, SUBSCRIPTION FEE IN RUB/OTHER CURRENCY, AREA OF THE ENTITY'S ACTIVITIES
RusHydro Group is a member of several Russian industry associations and non-commercial partnerships. RusHydro Group considers its participation
in few of them as strategic. (102-13)
No.
Name of the Entity
Area of Activities of Non-Commercial Partnership
Year of Entrance and Data of
Decision
Amount of Regular
Membership Fee
Note
Non-Residents of the Russian Federation, Fees are Paid in the Currency of the Resident Country
1
International
Hydropower
Association
Support and dissemination of hydropower industry
knowledge under the auspices of UNESCO International
Hydrological Program
2006, extract from the minutes of
the Board of Directors of OJSC RAO
UES No. 47 dated December 21,
2006
13,200 pounds of
the United Kingdom
2
Global Sustainable
Energy Partnership,
GSEP
Elaboration of joint policy platforms and implementation of
relevant initiatives, both on domestic and international
markets
2008, extract from the minutes of
the Board of Directors of OJSC
RusHydro No. 59 dated July 18,
2008
150,000 Canadian
dollars
Residents of the Russian Federation, Fees are Paid in Rubles
3
Market Council
Association
Arrangement of electric power trade in the wholesale
market
4
Association of Land and
Real Estate Owners and
Investors
The partnership serves a discussion panel used by
RusHydro to promote its interests and dialogue with the
government authorities concerning improvement of the
legal environment in the area of land and property
ownership.
2008, extract from the minutes of
the Board of Directors of OJSC
HydroOGK No. 48 dated March 3,
2008
2012, extract from the minutes of
the Board of Directors of OJSC
RusHydro No. 168 dated
November 30, 2012
6,400 000
300,000
59
No.
Name of the Entity
Area of Activities of Non-Commercial Partnership
Year of Entrance and Data of
Decision
Amount of Regular
Membership Fee
Note
5
6
7
8
Hydropower of Russia
Association
Improvement of the performance of hydropower facilities
and the use of hydropower resources in Russia
2003, extract from the minutes of
the Board of Directors of OJSC
Managing Company Volzhsky
Hydropower Cascade No. 18 dated
December 15, 2003
7,140,000
Russian Union of
Industrialists and
Entrepreneurs
Protection of economic and social interests and legal rights
that are necessary for the sustainable development of
companies and the market economy as a whole
2006, extract from the minutes of
the Board of Directors of OJSC
HydroOGK No. 4 dated February
18, 2008
500,000
Council of Energy
Industry Veterans
Promotion of the Partnership members' activities in
comprehensive support of the energy industry veterans
2008, extract from the minutes of
the Board of Directors of OJSC
HydroOGK No. 50 dated April 4,
2008
15,000,000
National Network of
the Global Compact
Association
Representation and protection of the common interests of
the Association’s members aimed at observing and
consistently introducing into business practice the
principles of responsible business conduct based on
cooperation with all interested parties in accordance with
the provisions of the Global Compact - the largest UN
initiative for sustainable development.
2008, extract from the minutes of
the General Meeting of
Shareholders No. 17 dated June
28, 2018 (issue 14)
250,000
USD 15,000 - fee to
the Foundation of
the United Nations
Global Compact
60
No.
Name of the Entity
Area of Activities of Non-Commercial Partnership
Year of Entrance and Data of
Decision
Amount of Regular
Membership Fee
Note
9
Self-Regulatory
Corporation of Builders
of the Krasnoyarsk
Territory Association
Prevention of damage to life or health of natural persons,
property of natural persons or legal entities, state or
municipal property, environment, life or health of animals
and plants, cultural heritage objects (historical and cultural
monuments) of nationalities of the Russian Federation
resulting from shortcomings of construction works,
influencing the safety of capital construction objects and
are executed by Self-Employed Entrepreneurs and (or) legal
entities - members of the Association.
2017, extract from the minutes of
the Management Board of PJSC
RusHydro No. 1055pr/6 dated July
28, 2017
320,000
10
11
Scientific and Technical
Council of the Unified
Energy System
Support to the Partnership’s members in the efforts to
formulate the Research & Technology and Economic Policy
of the Unified Energy System of Russia
All-Russian Industry
Association of
Employers of the
Power Sector
“Energetic Employers
Association of Russia”
(“Association EEA of
Russia”)
Assistance in business development in electric power
industry by means of representation and protection of
employers’ interests in social and labor, economic and
other spheres, in relationships with labor organizations,
government authorities, local government bodies, working
out and conduction of coordinated socially responsible
policy of organizations - members of the Association.
2008, extract from the minutes of
the Board of Directors of OJSC
HydroOGK No. 50 dated April 4,
2008
2006, extract from the minutes of
the Board of Directors of OJSC
HydroOGK No. 18 dated April 10,
2006
2,000,000
2,450,000
61
Charters, Principles, and Initiatives Supported by the Company (102-13):
Name
Year of Joining
Document Scope
Declaration on Reservoirs for Sustainable Development (ICOLD)
Russian Business Social Charter (RSPP)
Anti-Corruption Charter of Russian Business (RSPP)
Concept of Long-term Socio-Economic Development of Russia until 2020
Methodology for Assessing the Compliance of Hydropower Projects with Sustainable Development Criteria
(International Hydropower Association (IHA-MAG)
United Nations Global Compact
Sectoral Tariff Agreement in the Electric Power Industry of the Russian Federation for 2019-2021
Paris Agreement on Climate
2012
2013
2013
2008
2011
2017
2019
2019
International document
Russian Federation
Russian Federation
Russian Federation
International document
International document
Russian Federation
International document
62
3.3. INFORMATION CONCERNING SHARES/STAKES PURCHASE CONTRACTS MADE BY PJSC
RUSHYDRO IN 2019, INDICATING THE PARTIES TO THE CONTRACTS, THEIR SUBJECT,
PRICE, AND OTHER TERMS
1.
Alienation of Shares under Purchase Contract
Date of the contract: February 8, 2019
Parties:
Seller - PJSC RusHydro
Buyer - VHG Auslandsbeteiligungen GmbH
Subject:
The Seller transfers to the Buyer's ownership the share, amounting to 40.00% in the
authorized capital of the Limited Liability Company VolgaHydro and the Buyer accepts
the share and pays its price
Price:
Price of the transferred share amounted to RUB 450,000,000 (Four hundred and fifty
million) 00 kopecks
2.
Acquisition of shares under additional issue (budget funds)
Date of the contract: April 11, 2019.
Parties:
Company - JSC Chukotskenergo
Organization - PJSC RusHydro
Subject:
The Organization provides a contribution in 2019 - 2020 to the authorized capital of the Company at the
expense of acquired budget investments for implementation of “Construction of Two Single-Circuit 110
kV Pevek-Bilibino Overhead Lines” (construction stage No. 1) with equivalent increase of the
Organization share in the authorized capital of the Company.
Price:
The Organization provides the Company budget investments in total amount of RUB 13,000,000,000
(Thirteen billion) 00 kopecks, including:
in 2019 - RUB 7,000,000,000 (Seven billion) 00 kopecks;
in 2020 - RUB 6,000,000,000 (Six billion) 00 kopecks.
3.
Acquisition of shares under additional issue
63
Date of the contract: April 11, 2019.
Parties:
Issuer - JSC Chukotskenergo
Acquirer - PJSC RusHydro
Subject:
The Issuer shall transfer to the Acquirer's ownership the following shares, placed by private subscription
issued in accordance with the Decision on additional issue of securities, registered by the Bank of Russia
on September 13, 2018:
Name of Issuer
Quantity of shares
Category (type) of shares
Nominal value of 1 share
Share offering price of 1 share
Issue state registration number
Total price of shares acquired
Joint Stock Company Chukotskenergo (JSC Chukotskenergo)
5,000,000,000 (Five billion) pcs.
Registered ordinary uncertificated share
RUB 1 (One)
RUB 1 (One)
1-01-31555-F-002D dated September 13, 2018
RUB 5,000,000,000 (Five billion)
4.
Acquisition of shares under additional issue (budget funds)
Date of the contract: November 29, 2019.
Parties:
Company- JSC CHPP at Sovetskaya Gavan
Organization - PJSC RusHydro
Subject and price:
The Organization provides in 2019 a contribution to the authorized capital of the Company at the
expense of allocated balance of target funds in the amount of RUB 899,304,159 (Eight hundred ninety
nine million three hundred four thousand one hundred fifty nine) 70 kopecks for implementation of the
project “CHPP construction at Sovetskaya Gavan, Khabarovsk Territory. Correction 2017” and
transferred the Company own funds in the amount of 30 kopecks with equivalent increase of the
Organization share in the authorized capital of the Company.
5.
Acquisition of shares under additional issue
Date of the contract: December 11, 2019
Parties:
Issuer - JSC CHPP at Sovetskaya Gavan
Acquirer - PJSC RusHydro
Subject:
64
The Issuer shall transfer to the Acquirer's ownership the following shares, placed by private subscription
issued in accordance with the Decision on additional issue of securities, registered by the Bank of Russia
on November 28, 2019:
Name of Issuer
Quantity of shares
Category (type) of shares
Nominal value of 1 share
Share offering price of 1 share
Issue state registration number
Total price of shares acquired
Joint Stock Company CHPP construction at Sovetskaya Gavan (JSC CHPP
construction at Sovetskaya Gavan)
17,556,695,840 (Seventeen billion five hundred fifty six million six hundred
ninety five thousand eight hundred forty) pcs.
Registered ordinary uncertificated share
RUB 1 (One)
RUB 1 (One)
1-01-58919-N-002D dated November 28, 2019
RUB 17,556,695,840 (Seventeen billion five hundred fifty six million six
hundred ninety five thousand eight hundred forty)
6.
Acquisition of shares under additional issue
Date of the contract: December 10, 2019
Parties:
Issuer - JSC Yakutskaya SDPP-2
Acquirer - PJSC RusHydro
Subject:
The Issuer shall transfer to the Acquirer's ownership the following shares, placed by private subscription
issued in accordance with the Decision on additional issue of securities, registered by the Bank of Russia
on December 5, 2019:
Name of Issuer
Quantity of shares
Category (type) of shares
Nominal value of 1 share
Share offering price of 1 share
Issue state registration number
Total price of shares acquired
Joint Stock Company Sakhalinskaya SDPP-2 (JSC Sakhalinskaya SDPP-2)
9,216,605,312 (Nine billion two hundred sixteen million six hundred five
thousand three hundred twelve) pcs.
Registered ordinary uncertificated share
RUB 1 (One)
RUB 1 (One)
1-01-58922-N-003D dated December 5, 2019
RUB 9,216,605,312 (Nine billion two hundred sixteen million six hundred five
thousand three hundred twelve)
7.
Acquisition of shares under additional issue
Date of the contract: December 19, 2019
Parties:
Issuer - JSC Yakutskaya SDPP-2
Acquirer - PJSC RusHydro
Subject:
65
The Issuer shall transfer to the Acquirer's ownership the following shares, placed by private subscription
issued in accordance with the Decision on additional issue of securities, registered by the Bank of Russia
on December 16, 2019:
Name of Issuer
Quantity of shares
Category (type) of shares
Nominal value of 1 share
Share offering price of 1 share
Issue state registration number
Total price of shares acquired
Joint Stock Company Yakutskaya SDPP-2 (JSC Yakutskaya SDPP-2)
5,912,000,000 (Five billion nine hundred twelve million) pcs.
Registered ordinary uncertificated share
RUB 1 (One)
RUB 1 (One)
1-01-58921-N-002D dated December 16, 2019
RUB 5,912,000,000 (Five billion nine hundred twelve million)
The Company in 2019 did not conclude contracts for the sale of shares (equity interests) of economic
partnerships and companies.
66
APPENDIX NO.4 INFORMATION ON THE DECISIONS ADOPTED BY RUSHYDRO’S BOARD OF DIRECTORS IN 2019
Date and
No. of
Minutes
Minutes of
21.02.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:22)
Items on the Agenda
Decisions Taken
On approval of the Program of
Works of RusHydro's Board of
Directors for the 1st half of 2019.
On the approval of the report
concerning the implementation of
actions aimed at selling the non-
core assets of the Company for
2018.
On approval of transactions for
the gratuitous transfer of the
Company's property to third
parties.
To approve the Program of Works of RusHydro's Board of Directors for the first half of 2019 (Schedule 1 to the
Minutes).
To approve the Report on the implementation of the Program of Works for the sale of non-core assets of
RusHydro for 2018 (Schedule 2 to the Minutes).
To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property
1.
(hereinafter referred to as the Agreement) under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company.
The Donee is the Russian Federation represented by the Interregional Territorial Administration of the Federal
Agency for State Property Management in the Khabarovsk Territory and the Jewish Autonomous Region.
Subject Matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall accept in ownership the immovable and movable
property of the hydrometeorological network in accordance with Schedule 3 and Schedule 4 to the Minutes
(hereinafter referred to as the Property) for the subsequent assignment of the right of operational management
to the Federal State Budgetary Institution Far East Hydrometeorology and Environmental Monitoring
Department.
Price (book value) of the Property (as of December 31, 2018):
20,674,861 (twenty million six hundred seventy-four thousand eight hundred sixty-one) rubles and 28 kopecks.
2.
To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property
(hereinafter referred to as the Agreement) under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company.
The Donee is the rural settlement Gimry Village of the Untsukulsky District of the Republic of Dagestan
67
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property
represented by the Administration of the Municipal Formation Gimry Village of the Untsukulsky District of the
Republic of Dagestan.
Subject Matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall accept in ownership the real estate object – the road
transport structure "Bridge" with cadastral number 05:35:000022:113, 113 m long, located at: the Republic of
Dagestan, Untsukulsky District, Gimry Village, Irganayskaya HPP in accordance with Schedule 5 to the Minutes
(hereinafter, the Property).
Price (book value) of the Property (as of December 31, 2018):
98,977,438 (ninety-eight million nine hundred seventy-seven thousand four hundred thirty-eight) rubles and 26
kopecks.
3.
(hereinafter referred to as the Agreement) under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company.
The Donee is the Russian Federation represented by the Territorial Administration of the Federal Agency for
State Property Management in the Stavropol Territory.
Subject Matter of the Agreement:
The Donor shall gratuitously transfers and the Donee shall accept in ownership the immovable property –
hydraulic structure “Differential No. 1 With a Dam” with the cadastral number 26:15:000000:3586, 1,860 m
long, located at: Stavropol Territory, Kochubeyevsky District, 7,850 m in a south-westerly direction from the
central part of the Dvortsovskoye Village according to Schedule 6 to the Minutes (hereinafter, the Property) for
subsequent assignment of the right of operational management to the Federal State Budgetary Institution
Department of Land Reclamation and Agricultural Water Supply in the Stavropol Territory.
Price (book value) of the Property (as of December 31, 2018):
3,469,704 (three million four hundred sixty-nine thousand seven hundred four) rubles and 54 kopecks.
To approve the conclusion of an agreement on making a contribution to the property of Small HPPs of Altai JSC
(hereinafter, the Agreement) as a transaction related to the gratuitous transfer of the Company's property on
the following material terms:
Parties to the Agreement:
68
On approval of a transaction for
the gratuitous transfer of the
Company's property.
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On approval of the Company's
internal documents:
On approval of the Regulation on
the evaluation of the activities of
the Board of Directors and
committees of the Board of
Directors of RusHydro.
Confidential.
Confidential.
Confidential.
Confidential.
Confidential.
On the approval of reports
concerning the results of activity
of the Committees of the Board of
Directors of RusHydro.
RusHydro
Small HHPs of Altai JSC
Subject of the Agreement:
Making a contribution (in cash) to the property of Small HPPs of Altai JSC.
The contribution amount is 4,071,399 (four million seventy-one thousand three hundred ninety-nine) rubles
and 00 kopecks.
Other terms of the Agreement:
The period for the contribution is until February 25, 2019.
To approve the Regulations on the evaluation of the activities of the Board of Directors and committees of the
Board of Directors of RusHydro (Schedule 7 to the Minutes).
1.
To approve the report concerning the results of the activity of the Audit Committee of the Board of
Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 12 to the Minutes).
2.
To approve the report concerning the results of the activity of the HR and Remunerations
(Nominations) Committee of the Board of Directors of the Company for the first half of the 2018–2019
corporate year (Schedule 13 to the Minutes).
3.
Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 14 to the Minutes).
4.
To approve the report concerning the results of the activity of the Strategy Committee of the Board of
To approve the report concerning the results of the activity of the Investment Committee of the Board
69
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
To instruct the Company's Management Board:
To take into consideration the information on the effectiveness of the forward contract and on the
To approve the report concerning the results of the activity of the Reliability, Energy Efficiency and
of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 15 to the Minutes).
5.
To approve the report concerning the results of the activity of the Far East Power Industry
Development Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate
year (Schedule 16 to the Minutes).
6.
Innovations Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate
year (Schedule 17 to the Minutes).
1.
implementation of the Plan to increase the value of the RusHydro Group for the period up to 2021 in
accordance with Schedules 18 and 19 to the Minutes.
2.
2.1. To continue work aimed at increasing the market value of the Company, including creating conditions for
ensuring the cost recovery of the pumped storage hydropower plant; inclusion of the Company's projects in the
Far Eastern Federal District (hereinafter referred to as the FEFD) in the asset modernization program, taking
into account the guaranteed return of the investments; establishing long-term tariff regulation in the FEFD
which takes into account the real cost increases of energy companies; and the implementation of measures for
the capitalization of the intragroup debt level of DGK JSC in order to preserve the financial stability of the latter.
2.2. To submit proposals for consideration by the Board of Directors of the Company aimed at increasing the
transparency and predictability of dividend payments of the Company, taking into account the need to ensure
that the financial condition of RusHydro Group does not deteriorate, as well as the implementation of
investment projects in the Far Eastern Federal District.
1. To terminate the powers of member of the Management Board V. I. Markin on February 24, 2019.
2. To define the number of members of the Company's Management Board as 6 persons.
3. Confidential.
-
-
-
-
70
On the effectiveness of the
forward contract and on the
implementation of the Plan to
increase the value of the
RusHydro Group for the period up
to 2021.
On forming RusHydro's
management bodies.
Confidential.
Confidential.
Confidential.
Confidential.
Date and
No. of
Minutes
Minutes of
29.03.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:23)
Items on the Agenda
Decisions Taken
On implementation of the
Business Plan of the Company for
2018 (including the report on
implementation of the Investment
Program, including the Program
for the Integrated Upgrading of
Generating Facilities, for 2018).
On approval of the report on the
implementation of the
consolidated Business Plan
(including the consolidated
Investment Program) of
RusHydro Group for 2018.
On approval of the report on the
achievement of the Company's
(the Management Board
members') key performance
indicators.
Confidential.
To approve the report on the implementation of the Business Plan of the Company for the year 2018 (including
the report on the implementation of the Investment Program, including the Complex Modernization Program for
Generating Facilities for the year 2018) (Appendix No. 1 to the Minutes).
To approve the report on the implementation of the consolidated Business Plan (including the consolidated
Investment Program and the action plan for the optimization of costs based on the results of an external
independent cost audit at RusHydro, including its subsidiaries) of RusHydro Group for 2018 (Appendix No. 2 to
the Minutes).
To approve the report on achievement of annual key performance indicators of members of the
1.
Company's Management Board for 2018 for the following indicators: "Return on Equity (ROE)," "Earnings
before Interest, Taxes, Depreciation and Amortization (EBITDA)," "Share of Purchases from Small and Medium
Enterprises, %, Including based on Results of Purchases Only from Small and Medium Enterprises,"
"Productivity of Labor," "Prevention of More Than the Limit Number of Breakdowns, Pcs," "Observation of
Facility Commissioning Schedules and the Financing and Development Plan, %," as per Appendix No. 3 to the
Minutes.
2.
of Operating Expenses (Costs), %" for 2018 to another scheduled meeting of the Board of Directors.
To postpone the hearing of the issue of fulfillment of the annual key performance indicator "Reduction
-
Furthermore, during the discussion of the agenda items, the Chairman of the Board of Directors Yu. P. Trutnev
ordered the Company's Management Board:
1.1.
designed to ensure the growth of stock prices for consideration of the Board of Directors by August 31, 2019.
1.2.
To submit the matter of the analysis of factors affecting stock quotations and additional measures
To ensure the consideration of information about the reasons for the growth of the debt burden of RAO
71
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
To submit a legal opinion on the legality of the adoption of a resolution by the Company's Board of
To provide the Chairman of the Board of Directors with suggestions for a set of measures designed to
ES of East Holding at the appropriate committee of the Board of Directors. To provide the results to the
Chairman of the Company's Board of Directors.
1.3.
lift restrictions on recovery of receivables from non-paying offtakers.
1.4.
Directors on deeming the indicator "Decrease of Operational Costs (Expenses), %" for 2018 fulfilled.
The minority opinion of member of the Company's Board of Directors V. M. Kravchenko on the agenda items is
enclosed.
1.
To take the Draft Consolidated Investment Program of RusHydro for 2020–2024 and for 2019
(adjustment) (Appendices No. 1a, 1b and 1c to the Minutes) and the sources of their financing (Appendix No.
1d to the Minutes) under advisement.
To pre-approve the Draft Consolidated Investment Program of RusHydro for 2020–2024 and draft
2.
amendments to the Draft Investment Program of RusHydro for 2019–2028 approved by Order of the Ministry of
Energy of Russia (Minenergo) No. 6@ of October 22, 2018 (Appendices No. 2a, 2b and 2c to the Minutes) in
order to ensure that information disclosure is compliant with Decree of the Government of the Russian
Federation No. 24 of January 21, 2004 "On Approval of Standards for Information Disclosure by Wholesale and
Retail Electricity Market Participants".
3.
approved Draft Investment Program of RusHydro for 2020–2029 and the draft amendments to the Investment
Program of RusHydro for 2019–2028 approved by order of the Ministry of Energy (Minenergo) of Russia No. 6@
of October 22, 2018, in accordance with the procedure established by Decree of the Government of the Russian
Federation No. 977 of December 1, 2009 "On Investment Programs of Electrical Energy Industry Participants"
(hereinafter referred to as "Decree No. 977").
To approve the report on the public technology and pricing audit of RusHydro's 2018 investment projects, with
the results of a consolidated analysis of the audits and with the findings of public and expert discussions
(Appendix No. 3 to the Minutes).
To instruct Chairman of the Management Board and General Director N. G. Shulginov to send the
72
Minutes of
29.03.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:24)
On consideration of the Draft
Consolidated Investment Program
of RusHydro Group for 2020–
2024 and for 2019 (Adjustment)
and the Draft Investment
Program of RusHydro for 2020–
2029 and for 2019 (adjustment).
On approval of a report on the
public technological and price
audit of investment projects for
2018, which contains the results
of a consolidated analysis of the
audits and conclusions based on
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
the results of public and expert
discussion.
On approval of the list of
RusHydro investment projects for
the public technological and price
audit in 2019–2020.
On approval of the Report on the
Organization of Insurance
Coverage of RusHydro in 2017.
Confidential.
Confidential.
On determining cases when the
Company may execute
transactions related to release
from liabilities to itself or to a
third party without the prior
approval of the Company's Board
of Directors: waiver by the
Company of the rights under a
bank guarantee and/or signing by
the Company of an agreement to
terminate a guarantor's liabilities
under a bank guarantee.
To approve the list of RusHydro's investment projects which are implemented or scheduled for implementation
under the investment program of RusHydro for the conduct of a public technology and pricing audit in 2019–
2020 (Appendix No. 4 to the Minutes).
To approve the report on the insurance coverage of RusHydro in 2018 (Appendix No. 5 to the Minutes).
To decide that the sole executive body of the Company may enter into transactions (including several related
transactions), without the prior consent of the Company's Board of Directors, under which the Company waives
its rights under a bank guarantee and/or under which the Company consents to release a guarantor under a
bank guarantee from its liabilities in the following cases:
-
The Company receives a new bank guarantee (issued by the same or by a new guarantor) or another
valid bank guarantee (issued by the same or by a new guarantor) is amended to ensure the fulfilment of the
principal liability that was previously guaranteed by the terminated bank guarantee;
-
(issued by the same or by a new guarantor) or another valid bank guarantee (issued by the same or by a new
guarantor) is amended to ensure the fulfillment of the changed principal liability;
-
In connection with a change in the principal liability, the Company receives a new bank guarantee
The principal liability guaranteed by the terminated bank guarantee is fulfilled.
On financing of the project
"Construction of two single-chain
110 kV overhead power lines
'Pevek — Bilibino'" (construction
To instruct Chairman of the Management Board and General Director of the Company N. G. Shulginov to grant
an intra-group loan to JSC Chukotenergo (with the possibility of subsequent capitalization) to ensure the
financing of the design documentation for the priority project "Construction of two single-chain 110 kV
overhead power lines 'Pevek — Bilibino'" (construction stage 2) (hereinafter referred to as the "Project") under
73
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
stage 2).
On approval of the 2018—2021
Action Plan for the Company's
transition to the preferred use of
Russian software.
On development of programs to
improve procurement quality.
the following material terms and conditions:
Parties to the Agreement:
The Borrower: JSC Chukotenergo
The Lender: RusHydro
Subject of the Agreement:
The Lender shall issue funds (loan amount, loan) to the Borrower, and the Borrower undertakes to repay the
loan to the Lender.
Maximum loan amount:
Two hundred eleven million seven hundred forty thousand rubles and 00 kopecks (RUB 211,740,000.00).
Loan repayment period:
The parties shall determine the loan repayment schedule by March 1, 2020, by way of signing a supplementary
agreement to the Agreement.
Until the loan repayment scheduled is determined, the loan shall be repaid at call within five (5) business days
from the moment of delivery to the Borrower of the Lender's notice of loan repayment, but in any case no later
than on December 28, 2027.
The interest rate for the Loan is 0% per annum.
The Loan's intended use:
Financing of working capital to cover the expenses for the preparation of design documentation for the Project.
Loan terms and conditions:
Nonrevolving tranches based on the request of the Borrower.
Terms and conditions for early repayment of the Loan:
The Lender shall have the right to demand early repayment of the Loan from the Borrower.
The Borrower shall have the right to repay the loan early in part or in full.
1. To approve the 2018—2021 Action Plan for the Company's transition to the preferred use of Russian
software in accordance with Appendix No. 8 to the Minutes.
2. To approve performance indicators for taking actions to transition to the preferred use by the Company of
Russian software in accordance with Appendix No. 9 to the Minutes.
To instruct Chairman of the Management Board and General Director of the Company N. G. Shulginov to
arrange for the following:
74
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Publication of information about the execution of Directives of the Government of the Russian
development and approval of the Program for Improvement of the Company's Procurement Quality
Dissemination of the Program to the organizations controlled by the Company (Appendix No. 11 to the
an assessment procedure and performance indicators of the Program that take into account the level of
1.
(hereinafter referred to as the "Program"), which shall include the following:
-
competition in procurements, as specified in Appendix No. 10 to the Minutes;
-
actions to assess and improve the qualification of personnel, both those directly involved in
procurement and those responsible for identifying the client's specific need, and performance of agreements
and payments under agreements, by April 1, 2019.
2.
Minutes).
3.
Federation No. 1519p-P13, together with electronic copies of support documents, on the Interdepartmental
State Property Management Portal by April 3, 2019.
1. The Company's Management Board shall ensure the following:
1.1. Analysis and amendment of the long-term development program for its subsequent update in view of the
Action Plan and for the improvement of return on investments in capital assets in line with the goals defined by
Decree of the President of the Russian Federation No. 204 of May 7, 2018 "On National Goals and Strategic
Development Objectives of the Russian Federation up to 2024" (hereinafter referred to as "Decree No. 204"),
within three months as of the date of approval of the Action Plan for the accelerated pace of growth of
investments in capital assets and for the increase of their share in the Gross Domestic Product to 25%,
including the performance targets by types of economic activity (hereinafter referred to as the "Plan").
1.2. Submission of audit reports concerning the long-term development program to the Ministry of Economic
Development of the Russian Federation, the Federal Agency for State Property Management and the Ministry of
Energy of the Russian Federation, including by way of publishing the audit reports on the Interdepartmental
State Property Management Portal by June 1 of each year.
2. To deem the order specified in Directives of the Government of the Russian Federation No. 276p-P13 of
January 17, 2019, and in Paragraph 1.1 hereof with regard to bringing the long-term development program into
line with the objectives specified in Decree No. 204 to have been executed in connection with the adoption by
the Company's Board of Directors of a decision on Item 3.4 "On amendments to the long-term development
program of RusHydro Group" (Minutes No. 279 of October 26, 2018).
75
On the update of the long-term
development program of
RusHydro and submission of an
audit report on the long-term
development program to the
Ministry of Economic
Development of Russia, the
Federal Agency for State Property
Management and the Ministry of
Energy of the Russian Federation.
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On revision of the corporate
import substitution plans with
regard to means of protection
against radiation, chemical and
biological factors.
On forming the Reliability, Energy
Efficiency, and Innovations
Committee under the Board of
Directors of the Company.
On the progress of the priority
construction projects in the Far
East (CHPP in Sovetskaya Gavan,
Sakhalin GRES-2 (stage 1)) as of
December 31, 2018.
The requirements of the URPP have been applied to the organizations controlled by the Company
The above provision of the URPP applies, among other things, to the purchase of Russian means of
To take note of the following:
and Paragraph 5.17 of the Unified Regulation on Product Procurement for the Needs of RusHydro
1.
-
Group, approved by the Company's Board of Directors (Minutes No. 277 of October 4, 2018, hereinafter
referred to as the "URPP"), priority shall be placed on procured products (goods, work, services) of Russian
origin over procured products of foreign origin5;
-
protection against radiation, chemical and biological factors;
-
starting November 1, 2018.
2. To establish that no additional amendments to the URPP or other bylaws of the Company related to
procurement are required to establish the priority of the purchase of modern Russian means of protection
against radiation, chemical and biological factors.
3. To instruct the Chairman of the Management Board and General Director of the Company to revise the
production process procedures and/or bylaws of the Company governing occupational health and safety in view
of the latest technologies, including Russian ones, related to protection against radiation, chemical and
biological factors.
To prematurely terminate the powers of Dmitry Borisovich Gvozdev, a member of the Reliability, Energy
Efficiency, and Innovations Committee under the Company's Board of Directors.
To elect Andrey Vladimirovich Mayorov, Deputy General Director and Chief Engineer of PJSC Rosseti, as a
member of the Reliability, Energy Efficiency, and Innovations Committee under the Company's Board of
Directors.
To take note of the information on the progress of the priority construction projects in the Far East (CHPP in
Sovetskaya Gavan, Sakhalin GRES-2 (stage 1)) as of December 31, 2018 (Appendix No. 12 to the Minutes).
5 In accordance with Decree of the Government of the Russian Federation No. 925 of September 16, 2016 "On the Priority of Goods of Russian Origin and Work
Performed and Services Provided by Russian Persons as Compared to Goods of Foreign Origin or Work Performed and Services Provided by Foreign Persons".
76
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Confidential.
Minutes of
05.04.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:25)
Review of the Company
shareholders’ proposals on the
nomination of candidates for
election to the management and
supervisory bodies of RusHydro.
-
The minority opinions of the Members of the Company's Board of Directors P. S. Grachev and M. A. Rasstrigin
(on item 1) and V. M. Kravchenko (on items 1, 5.2., 6.2., 6.3., 6.6. and 6.8.) are attached to the Minutes.
1. On the basis of proposals received from Company shareholders, include the following candidates in the list of
candidates for election to the Company's Board of Directors at the annual General Meeting of Company
Shareholders on the results of 2018:
(cid:569) Candidate nominated by
the shareholder(s) for
election to the Board of
Directors of the Company
Mikhail Viktorovich
Voyevodin
Artem Valeryevich
Kislichenko
Andrey Nikolayevich
Shishkin
1.
2.
3.
Position and place of
employment of the candidate 6,
nominated by the
shareholder(s) for election to
the Board of Directors of the
Company
General Director, Public Joint-
Stock Company Corporation
VSMPO-AVISMA.
Director for Legal Affairs,
Public Joint-Stock Company
Corporation VSMPO-AVISMA.
Vice President for Power
Engineering, Localization, and
Innovations, Rosneft Oil
Company
President and Chairman of
the Management Board,
Public Joint Stock Oil
Company Bashneft.
Name of the shareholder(s)
nominating the candidate for
election to the Board of Directors
of the Company
Quantity of the
Company's voting
shares held by the
shareholder(s) 7
(as a percentage of the
authorized capital)
Limited Liability Company
Avitrans
6.05
2. For the purpose of including the candidates nominated by the Board of Directors in the list of candidates for
election to the Board of Directors and the lnternal Audit Commission of the Company, hold a meeting of the
Company's Board of Directors on or before May 24, 2019.
6 Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.
7 Quantity of the Company's voting shares held by the shareholder as of the nomination date.
77
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Review of the Company
shareholders’ proposals on
matters to be placed on the
agenda of the Annual General
Meeting of Shareholders of
RusHydro.
Participation of the Company in
other organizations.
Approval of a report on the
achievement of the annual KPI
"Reduction of operating expenses
(costs), %" of the Company
(Management Board members).
Approve participation of the Company in Chukotenergo JSC through the acquisition of additional
RUB 3,000,000,000 at the cost of funds from the Reserve Fund of the Government of the Russian
1. Consider information on the absence of proposals of the Company's shareholders on items to be placed on
the agenda of the Annual General Meeting of Shareholders of RusHydro, the period for submitting which is
established in Clause 11.1 of the Company's Articles of Association.
2. For the purpose of placing items on the agenda of the Annual General Meeting of Shareholders of the
Company on the results of 2018 upon the proposal of the Board of Directors, hold a meeting of the Company's
Board of Directors on or before May 24, 2019.
1.
ordinary registered uncertified shares of Chukotenergo JSC for a total amount not exceeding RUB
18,000,000,000 at a price determined by the Board of Directors of Chukotenergo JSC in accordance with the
legislation of the Russian Federation, of which:
-
RUB 10,000,000,000 will be contributed to the authorized capital of the said joint-stock company at the
cost of funds from the federal budget according to Federal Law No. 459-FZ dated November 29, 2018 "On the
Federal Budget for 2019 and for the Planning Period of 2020 and 2021";
-
Federation according to Resolution of the Government of the Russian Federation No. 231 dated March 2, 2019
"On the Allocation of Budgetary Investments to RusHydro at the Cost of Funds from the Federal Budget";
-
RUB 5,000,000,000 at the cost of the Company's own funds, inter alia, by way of set-off under loans
issued, for the purposes of making capital investments in the construction of the overhead power line Pevek –
Bilibino 110 kV.
The aggregate shareholding of the Company in the authorized capital of Chukotenergo JSC following its
increase will be not less than 97.74%.
2. Determine that the price of acquisition of the ordinary shares of Chukotenergo JSC by the Company equals
the price of their offering, as determined by the Board of Directors of Chukotenergo JSC (Minutes No. 12-18
dated July 6, 2018) and amounts to one (1) ruble per one additionally offered ordinary share.
1. To deem the KPI "Reduction of operating expenses (costs), %" for 2018, calculated with due regard for
factors that are beyond the control of the Company's management, to have been achieved.
2. To approve a report on the achievement of the annual KPI "Reduction of operating expenses (costs), %" of
the Company's Management Board members for 2018 (Appendix No. 1 to the Minutes).
78
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
To apply to the federal executive authorities with an initiative to revoke, adjust or recognize as
Considering the minority opinion of Member of the Board of Directors M. S. Bystrov regarding item 3.2 of the
Agenda, the Company's Management Board was instructed:
1.
implemented Directive of the Government of the Russian Federation No. 2303p-P13 dated April 16, 2015, in
order to subsequently amend the Methodology for Calculating and Evaluating the Key Performance Indicators
of the Members of the Company's Management Board (the "Methodology");
2.
Within three (3) months, and also following the receipt of the opinion of the federal executive authority
regarding item 1 of the instruction, ensure that the proposals to change the Methodology are brought up at the
meeting of the Company's Board of Directors, with preliminary consideration of the matter at the meeting of
the HR and Remuneration (Nomination) Committee under the Company's Board of Directors.
The minority opinion of Member of the Board of Directors M. S. Bystrov is attached to the Minutes.
1. To approve the new version of the Regulation on the RusHydro Dividend Policy (Appendix 1 to the Minutes).
2. To take under advisement the information related to the factors affecting the pricing of RusHydro PJSC
stock, which was analyzed in accordance with the instruction of the Board of Directors (Minutes No. 284 dated
March 26, 2019), as well as the implemented measures aimed at stock price growth.
For the purpose of stabilizing the financial and economic position of DGK JSC, to approve extension until March
27, 2021 (inclusive) of the grace period for the payment of accrued interest by DGK JSC determined under
Clause 1.2 of the resolution of the Board of Directors dated December 26, 2016 (Minutes No. 246 dated
December 27, 2016).
To take under advisement the results of the external assessment of corporate governance and note the
To take under advisement the results of the assessment of the corporate governance practice of the
1.
Company performed by the Internal Audit Service of the Company and the recommendations for improving
corporate governance (Appendix 2 to the Minutes).
2.
positive dynamics of the assessment of independent experts.
To take under advisement the Report on the results of the self-assessment of the activities of
3.
RusHydro's Board of Directors and proposals to improve the work of the Board of Directors (Appendix 3 to the
Minutes).
To approve the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for 2018
79
Minutes of
22.04.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:26)
Approval of the Regulation on the
RusHydro Dividend Policy.
Extension of the grace period on
a loan to DGK JSC provided as
part of the implementation of a
forward transaction with VTB
Bank (PJSC).
Review of the results of the
assessment of corporate
governance practice and the
report on the results of the self-
assessment of the Company's
Board of Directors.
Minutes of
Approval of the report on the
Date and
No. of
Minutes
22.04.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:27)
Items on the Agenda
Decisions Taken
fulfillment of the Annual Complex
Procurement Program of the
Company for 2018.
Approval of a transaction related
to the alienation of the
Company's property consisting of
fixed assets used for the purpose
of generating electrical power
(conclusion of an agreement for
the sale of the immovable and
movable property of
Khorobrovskaya SHPP).
Approval of a transaction related
to the alienation of the
Company's property consisting of
fixed assets used for generating
electrical power (conclusion of an
Agreement on gratuitous transfer
(Appendix 1 to the Minutes).
To approve the conclusion of the agreement for the sale of the immovable and movable property of
Khorobrovskaya HPP (hereinafter, the Agreement) on the following material terms and conditions:
Parties to the Agreement:
The Seller is RusHydro PJSC;
The Buyer is the winner of the Auction.
Subject of the Agreement:
The Seller shall transfer ownership of and the Buyer shall pay for and accept the immovable and movable
property of Khorobrovskaya HPP (hereinafter, the Property) in accordance with the Agreement.
The list of Property is specified in Appendices 2 and 3 to the Minutes.
Property sale method:
Selling via open auction on an electronic trading platform (hereinafter, the Auction).
Auction starting price:
4,587,199 (four million five hundred eighty-seven thousand one hundred ninety-nine) rubles 20 kopecks,
including VAT, in accordance with the valuation report of the independent valuer on the market value of the
Property.
Price of the Agreement:
To be determined based on the Auction results.
Payment procedure (period) for the Property:
The Buyer is provided an interest-free installment plan to pay for the Property in equal annual installments for 5
years.
1.
(donation), which is to be used for generating electrical power (hereinafter, the Agreement), on the following
material terms and conditions:
Parties to the Agreement:
The Donor is RusHydro PJSC;
The Donee is the municipal entity Ardonsky District of the Republic of North Ossetia-Alania, as represented by
To approve the conclusion of the Agreement on gratuitous transfer of the property of Bekanskaya HPP
80
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
of the property of Bekanskaya
HPP).
Confidential.
On the review of the results of
field audits by Minenergo of
Russia, conducted in 2018, and
on the course of corrective
measures as of December 31,
2018.
On convening the annual General
Meeting of Shareholders.
Minutes of
20.05.2019
(cid:569)(cid:3)(cid:21)(cid:27)(cid:28)
Electing a Deputy Chairman of
the Board of Directors of the
Company.
the Administration of the local government of the municipal entity Ardonsky District of the Republic of North
Ossetia-Alania.
Subject of the Agreement:
The Donor shall gratuitously transfer and the Donee shall take into possession the immovable and movable
property of Bekanskaya HPP (Appendices 4 and 5 to the Minutes).
Price (book [residual] value) of the Property:
28,510,749 (twenty-eight million five hundred ten thousand seven hundred forty-nine) rubles 32 kopecks.
2.
transaction in accordance with Subclause 26 of Clause 12.1 of the Company's Articles of Association.
To establish that the decision specified in Clause 1 of this resolution is also a decision to complete a
To take under advisement the results of the field inspections by Minenergo of Russia conducted in 2018, and
information on the course of the corrective measures as of December 31, 2018 (Appendix 7 to the Minutes).
The special opinion of Board of Directors member M.A. Rasstrigin regarding items Nos. 2.1 and 2.2 is attached.
1. To convene the Annual General Meeting of Shareholders of PJSC RusHydro as a meeting (joint presence)
(the "Meeting").
To determine the date of the annual General Meeting of Shareholders of PJSC RusHydro: June 28, 2019.
To determine the time of the Meeting: the beginning of the Meeting shall be at 10:30 a.m. (Moscow time).
To determine the start time of registration of persons participating in the Meeting: 9:00 a.m. (Moscow time).
To determine the venue of the Meeting: 12 Krasnopresnenskaya Naberezhnaya, Congress Hall, Floor 2,
Congress Center, Entrance No. 4, World Trade Center (WTC), Moscow, Russian Federation.
2. To approve the date on which the persons entitled to participate in the Meeting shall be determined (fixed):
June 3, 2019.
1.
Nikolayevich Ivanov.
2.
To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of Directors of the Company.
To terminate the powers of the Deputy Chairman of the Board of Directors of the Company Sergey
81
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On approval of the Report on the
implementation of the Action Plan
for the sale of non-core assets of
the Company for Q1 2019.
On approval of transactions for
the gratuitous transfer of the
Company's property to third
parties.
Confidential.
Consideration of the results of
To approve the Report on the implementation of the Action Plan
To make the following amendments to the Register of Non-core Assets of the Company approved by
To exclude the facility JSC HydroEngineering Siberia;
To change the planned method of disposition of the facilities "Concrete plant building: construction
1.
for the sale of non-core assets of PJSC RusHydro for Q1 2019
(Schedule No. 1 to the Minutes).
2.
the decision of the Company Board of Directors dated December 24, 2018 (Minutes No. 281):
-
-
laboratory building" and "Concrete plant structure: gallery" from "gratuitous transfer" to "direct sale in favor of
JSC Zagorskaya Pumped Storage Hydropower Plant-2".
To approve the conclusion by the controlled organization of the Company – JSC Dyakov Ust-Srednekanskaya
HPP of the contract of donation associated with the gratuitous transfer of property to the state ownership of
the Magadan region, on the following material terms:
Parties to the Agreement:
The Donor is JSC Dyakov Ust-Srednekanskaya HPP;
The Donee is the Magadan region, represented by the Department of Property and Land Relations of the
Magadan Region.
Subject Matter of the Agreement:
The Donor shall gratuitously transfer to the state ownership of the Magadan Region, and the Donee undertakes
to accept and formalize — in accordance with the procedure established by the legislation of the Russian
Federation — the state registration of the transfer of ownership of the 10-bed Facility of the Infectious Diseases
Department of the Municipal Budgetary Health-Care Institution Srednekanskaya Central Regional Hospital in
Seymchan (purpose: nonresidential, area: 1,548.6 m2, number of floors: 2, including 1 underground, address
(location): 13A Yuzhnaya St., the settlement of Seymchan, Srednekanskiy District, Magadan Region, cadastral
number: 49:04:010103:2661) (the "Facility"), held by the Donor in ownership, as evidenced by entry in the
Unified State Register of Real Estate No. 49:04:010103:2661-49/009/2019-1 dated March 26, 2019. The Facility
shall be transferred with equipment (laboratory, intensive care, and X-ray), furniture, and inventory (Schedule 2
to the Minutes).
-
To postpone the execution of clause 2 of the Decision on Item 4.3 of the meeting of the Board of Directors of
82
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
comparing the level of
technological development and
the values of key performance
indicators of innovative activities
of RusHydro Group with the level
of development and indicators of
similar leading companies.
On approval of the report on the
implementation of the RusHydro
Group Innovative Development
Program for 2016–2020 with an
outlook for 2025 in 2018.
On the inclusion of candidates in
the list for election to the
Company's management and
control bodies.
On Approval of the agenda of the
Company's Annual General
Meeting of Shareholders.
Minutes of
28.05.2019
(cid:569)(cid:3)(cid:21)(cid:28)0
the Company dated May 31, 2018 (Minutes No. 271 dated June 1, 2018), regarding consideration by the Board
of Directors of the results of comparing the level of technological development and the values of key
performance indicators of innovative activities of RusHydro Group with the level of development and indicators
of similar leading companies (the "Comparison") and to set the deadline for consideration of the results of the
Comparison by the Board of Directors of the Company within 30 days after their approval by the Ministry of
Energy of Russia and the Ministry of Economic Development of Russia and the approval of the results of the
Comparison by the Interdepartmental Commission on Technological Development under the Government
Commission on Modernization of the Economy and the Innovative Development of Russia.
To approve the report on the implementation of the RusHydro Group Innovative Development Program for
2016–2020 with an outlook for 2025 in 2018 (Schedule 3 to the Minutes).
1. To add to the list of candidates for election to the Board of Directors of the Company at the annual General
Meeting of Shareholders of the Company for 2018, approved by resolution of the Board of Directors of the
Company on April 4, 2019 (Minutes No. 286 dated April 5, 2019), the candidates specified in Schedule 1 to the
Minutes.
2. To include in the list of candidates for election to the lnternal Audit Commission of the Company at the
annual General Meeting of Shareholders of the Company for 2018 the candidates specified in Schedule 2 to the
Minutes.
To approve the agenda of the Annual General Meeting of Shareholders to be held based on the results of 2018:
Approval of the Annual Report of the company for 2018.
1.
Approval of the annual accounting (financial) statements of the company based on the results of 2018.
2.
Approval of distribution of the Company's profits based on the results of 2018.
3.
4.
On payment of dividends, the time and form of payment of dividends based on the results of
operations in 2018, and establishment of the date as of which the persons entitled to dividends are determined.
5.
On remuneration for work performed on the Board of Directors to members of the company's Board of
Directors, who are not public officials, in the amount specified by the internal documents of the company.
83
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Election of members of the company's Board of Directors.
Election of members of the company's Internal Audit Commission.
Approval of the company's Auditor.
Approval of the new version of RusHydro's Articles of Association.
Approval of the new version of RusHydro's Regulation on the Internal Audit Commission.
Approval of the new version of the Regulation on the Procedure for Convening and Holding RusHydro's
On payment of compensation for work as part of the lnternal Audit Commission to the members of the
6.
lnternal Audit Commission of the Company, who are not public officials, in the amount specified by the internal
documents of the Company.
7.
8.
9.
10.
11.
12.
General Meeting of Shareholders.
13.
RusHydro's Board of Directors.
14.
15.
Compensation to Members of RusHydro's Board of Directors.
Approval of the new version of the Regulation on RusHydro's Management Board.
Approval of the new version of the Regulation on the Procedure for Paying Remuneration and
Approval of the new version of the Regulation on the Procedure for Convening and Holding Meetings of
On preapproval of the Company's
annual report for 2018.
On preliminary approval of the
annual accounting (financial)
statements of the Company based
on the results of 2018.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of
distribution of the Company's
profits based on the results of
To preliminarily approve the Company's Annual Report for 2018 according to the draft annual report included in
the scope of materials for the Meeting* and to submit it for approval to the annual General Meeting of
Shareholders of the Company.
To recommend that the annual General Meeting of Shareholders of the Company adopt the following
resolution:
To approve the Annual Accounting (Financial) Statements of the Company based on the results of 2018
included in the materials prepared for the Meeting*.
Preliminarily approve and recommend to the annual General Meeting of Shareholders of the Company to
approve the following allocation of profits of the Company based on the results of 2018:
Retained earnings (losses) for the reporting period
Distribute to: the reserve fund
Development of the Company
Dividends
(million rubles)
36,725.6
1,836.3
18,970.8
15,918.5
84
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
2018.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: On payment of
dividends, the time and form of
payment of dividends based on
the results of operations in 2018,
and establishment of the date as
of which the persons entitled to
dividends are determined.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: On payment of
compensation for work as part of
the Board of Directors to the
members of the Board of
Directors of the Company, who
are not public officials, in the
amount specified by the internal
documents of the Company.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: On payment of
compensation for work as part of
the lnternal Audit Commission to
To recommend that the annual General Meeting of Shareholders of the Company adopt the following
resolution:
Pay dividends on ordinary shares of the Company according to the results of 2018 in the amount of RUB
0.0367388 per one share.
Form of payment of dividends: monetary.
Establish July 9, 2019 (the 11th day from the date of the resolution to pay dividends), as the date on which the
persons entitled to receive dividends shall be determined.
The dividend payment period for a nominee holder or beneficial owner who is a securities market professional
registered in the Company's shareholder register shall not exceed 10 business days, and for other persons
registered in the Company's shareholder register it shall not exceed 25 business days from the date when the
persons entitled to dividends are determined.
To recommend that the annual General Meeting of Shareholders of the Company adopt the following
resolution:
To pay remuneration to the members of the Board of Directors based on their work in the Board of Directors
during the period from June 27, 2018, to June 28, 2019, in the amount, as per the procedure, and within the
term specified by the Resolution on the Payment of Remunerations and Compensations to the Members of the
Board of Directors of RusHydro approved by the decision of the Annual General Meeting of Shareholders of the
Company dated June 26, 2017 (Minutes No. 16 dated June 27, 2017).
To recommend that the annual General Meeting of Shareholders of the Company adopt the following
resolution:
To pay remuneration to the members of the lnternal Audit Commission based on their work in the lnternal Audit
Commission during the period from June 27, 2018, to June 28, 2019, in the amount, as per the procedure, and
within the term specified by the Resolution on Remunerations and Compensations to the Members of the
lnternal Audit Commission of RusHydro approved by the decision of the Annual General Meeting of
85
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
the members of the lnternal Audit
Commission of the Company, who
are not public officials, in the
amount specified by the internal
documents of the Company.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the
company's Auditor.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of RusHydro's Articles of
Association.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of RusHydro's Regulation
on the Internal Audit Commission.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of the Regulation on the
Procedure for Convening and
Holding RusHydro's General
Shareholders of the Company dated June 26, 2017 (Minutes No. 16 dated June 27, 2017).
To recommend that the annual General Meeting of Shareholders of the Company adopt the following
resolution:
To approve Joint-Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the Auditor of
RusHydro.
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Articles of Association of RusHydro in accordance with the Draft Articles of
Association of RusHydro included in the materials prepared for the Meeting*.
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Regulation on the lnternal Audit Commission of RusHydro in accordance with
the Draft Regulation on the lnternal Audit Commission included in the materials prepared for the Meeting*.
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Regulation on the Procedure for Convening and Holding a General Meeting
of Shareholders of RusHydro in accordance with the Draft Regulation on the Procedure for Convening and
Holding a General Meeting of Shareholders of RusHydro included in the materials prepared for the Meeting*.
86
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Meeting of Shareholders.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of the Regulation on the
Procedure for Convening and
Holding Meetings of RusHydro's
Board of Directors.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of the Regulation on
RusHydro's Management Board.
On recommendations for the
annual General Meeting of
Shareholders of the Company
concerning: Approval of the new
version of the Regulation on the
Procedure for Paying
Remuneration and Compensation
to Members of RusHydro's Board
of Directors.
On approval of the report on
interested-party transactions
made by the Company in 2018.
On recognition of the candidates
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Regulation on the Procedure for Convening and Holding Meetings of the
Board of Directors of RusHydro in accordance with the Draft Regulation on the Procedure for Convening and
Holding Meetings of the Board of Directors of RusHydro included in the materials prepared for the Meeting*.
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Regulation on the Management Board of RusHydro in accordance with the
Draft Regulation on the Management Board of RusHydro included in the materials prepared for the Meeting*.
Recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:
To approve the new version of the Regulation on Payment of Remunerations and Compensations to Members
of the Board of Directors of RusHydro in accordance with the Draft Regulation on Payment of Remunerations
and Compensations to Members of the Board of Directors of RusHydro included in the materials prepared for
the Meeting*.
To approve the report on interested-party transactions made by the Company in 2018 (Schedule 3 to the
Minutes).
In accordance with the recommendations of the HR and Remuneration (Nominations) Committee under the
87
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
for the Board of Directors of the
Company as independent ones.
To take note of the information on the results of evaluation of the compliance of member of the Board
Company's Board of Directors:
1.
of Directors (candidate for election to the Company Board of Directors at the annual General Meeting of
Shareholders in 2019) Maksim Bystrov with the independence criteria provided for in Schedule 4 to the Listing
Rules of the Moscow Exchange.
There is no connection between M. S. Bystrov and the Company, a substantial shareholder, competitors, the
state, or a municipal entity.
S. Bystrov meets the formal criteria of connection with the Company's significant counterparties — JSC ATS,
JSC SO UES, JSC FSC, and Autonomous Noncommercial Organization Training Center Market Council8 — as the
amount of liabilities under the 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.
To note that the connection between M. S. Bystrov and significant counterparties of the Company—JSC ATS,
JSC SO UES, JSC FSC*, and Autonomous Noncommercial Organization Training Center Market Council—is
formal in nature and does not affect M. S. 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:
SC ATS9 (Joint-Stock Company Administrator of the Trade System of the Wholesale Electricity Market)
-
renders the services of a commercial operator of the wholesale electricity and capacity market (the "wholesale
market") to the Company 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 JSC ATS are based on the principle of
nondiscriminatory access to the services of commercial infrastructure organizations of the wholesale market
8 M. S. Bystrov is a member of the Board of Directors of JSC SO UES, the Chairman of the Management Board and a member of the Board of Directors of JSC ATS,
the Chairman of the Management Board and a member of the Supervisory Board of the Association Nonprofit Partnership Market Council.
JSC FSC (through JSC ATS) and Autonomous Noncommercial Organization Training Center Market Council are controlled by the organizations of the Association
Nonprofit Partnership Market Council.
9 By decision of the Supervisory Board of the Association Nonprofit Partnership Market Council (formerly known as Nonprofit Partnership ATS) dated November 30,
2007, since April 1, 2008, JSC ATS 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.
88
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
JSC FSC (Joint-Stock Company Financial Settlement Center) is classified among the commercial
JSC SO UES (Joint-Stock Company System Operator of the Unified Energy System) provides the
(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);
-
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 JSC SO UES 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);
-
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
Government of the RF No. 1172 dated December 27, 2010.
Commercial relations between the Company and JSC FSC 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 JSC FSC
(for all counterparties) is approved by the Supervisory Board of the Association Nonprofit Partnership Market
Council;
-
Organization of Continuing Professional Education Training Center of Nonprofit Partnership Market Council),
established under the Association of Nonprofit Partnership Market Council, is an infrastructure organization of
wholesale and retail trade in electricity and capacity; it renders services to the Company in the field of
education and training of specialists in organizing an effective system of wholesale and retail trade in electricity
Autonomous Noncommercial Organization Training Center Market Council (Autonomous Noncommercial
89
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
and capacity.
Considering that the wholesale market regulations adopted by the Supervisory Board of the Association
Nonprofit Partnership Market Council 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 Autonomous
Noncommercial Organization Training Center Market Council. The training contracts between the Company and
Autonomous Noncommercial Organization Training Center Market Council are concluded on market conditions.
S. Bystrov’s track record in the Company Board of Directors proves his ability to make independent, unbiased,
and conscientious judgments as M. S. Bystrov’s stance on agenda items of meetings of the Board of Directors
and committees under the Board of Directors is based on his expertise and experience, is autonomous and
independent, and the decisions made by M. S. Bystrov allow one to draw the conclusion that his formal
connection with significant counterparties of the Company—JSC ATS, JSC SO UES, JSC FSC, and Autonomous
Noncommercial Organization Training Center Market Council—does not influence his decision making as M. S.
Bystrov acts in the interests of the Company and all its shareholders.
Based on clause 2 of section 2.18 of Schedule 2 and on Schedule 4 to the Listing Rules of the Moscow
Exchange, to recognize Maksim Bystrov as an independent director.
To approve the material terms and conditions of Supplementary Agreement to the Agreement for provision
services for the keeping of shareholder register No. 1010-238-31-2017 dated April 10, 2017 (Schedule 4 to the
Minutes).
1. To determine that the information (materials) to be provided to the persons entitled to participate in the
Meeting shall be as follows:
The Annual Report of the Company for 2018 (including the information on sustainable development) and the
opinion of the Internal Audit Commission based on its review findings
The annual accounting (financial) statements on the results of 2018, including the auditor's report and the
report of the Company's Internal Audit Commission based on its audit findings
A justification of the proposed distribution of net earnings and an assessment of its compliance with the
dividend policy adopted in the Company, including for the payment of dividends and the Company's own needs,
with explanations and economic justification for the need to allocate a certain part of the net earnings for the
Company's own needs
90
On the confirmation of the terms
and conditions of the agreement
with the Company's registrar.
On matters related to the
convening, preparation, and
conduct of the annual General
Meeting of Shareholders of the
Company.
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Information on shareholder's agreements concluded during the year before June 28, 2019
Report on the entry into related-party transactions by the Company in 2018 and conclusion of the Company's
lnternal Audit Commission on the reliability of the data contained in the report
Recommendations of the Board of Directors of the Company on agenda items of the annual General Meeting of
Shareholders of the Company as well as minority reports of members of the Board of Directors on each agenda
item
Information on proposals to include items in the agenda of the annual General Meeting of Shareholders,
including the information on who proposed each of the items included in the agenda of the Meeting
Extracts from the Minutes of the Audit Committee under the Company's Board of Directors, the Investments
Committee under the Company's Board of Directors, and the HR and Remuneration (Nominations) Committee
under the Company's Board of Directors on the respective items to be considered by the Meeting
Details of candidates for election to the Board of Directors of the Company, including the information on who
nominated them, and the information on their compliance with independence criteria
Details of candidates for election to the Internal Audit Commission of the Company, including the information
on who nominated them
Information regarding the presence or absence of the written consent of the candidates nominated for election
to the Board of Directors and the Internal Audit Commission to be elected to the respective body of the
Company
Details of the candidacy of the Company's Auditor
Articles of Association of the Company
The draft of a new version of the Company’s Articles of Association
A comparative table of changes to the Company's Articles of Association with the justification for the need to
adopt the respective resolutions
The current version and the draft of a new version of the Regulation on Convening and Holding the General
Meeting of Shareholders of the Company
A comparative table of changes to the Regulation on the Procedure for Convening and Holding the General
Meeting of Shareholders of the Company with the justification for the need to adopt the respective resolutions
The current version and the draft of a new version of the Regulation on Convening and Holding the Meetings of
the Company's Board of Directors
91
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
A comparative table of changes to the Regulation on the Procedure for Convening and Holding the Meetings of
the Board of Directors of the Company with the justification for the need to adopt the respective resolutions
The current version and the draft of a new version of the Regulation on the Management Board of the
Company
A comparative table of changes to the Regulation on the Management Board of the Company with the
justification for the need to adopt the respective resolutions
The current version and the draft of a new version of the Regulation on the lnternal Audit Commission of the
Company
A comparative table of changes to the Regulation on the lnternal Audit Commission of the Company with the
justification for the need to adopt the respective resolutions
The current version and the draft of a new version of the Regulation on Payment of Remunerations and
Compensations to Members of the Company's Board of Directors
A comparative table of changes to the Regulation on Payment of Remunerations and Compensations to
Members of the Company's Board of Directors with the justification for the need to adopt the respective
resolutions
An explanation of the consequences that may occur for the Company and its shareholders in the case of the
adoption of amendments to the Company's Articles of Association and internal documents
Information on corporate actions that resulted in a deterioration of shareholders' dividend rights and/or dilution
of their shares and information on court decisions that established facts of the use by shareholders of other
methods besides dividends and liquidation value for obtaining income at the expense of the Company
Internal audit report
Draft resolutions of the Meeting on the agenda items.
2. To determine that persons entitled to participate in the Meeting may familiarize themselves with information
(materials) for the Meeting at the Meeting venue (on the date of the Meeting) and during 30 days prior to the
date of the Meeting at the following addresses:
- 7 Malaya Dmitrovka St., Moscow (on business days from 10:00 a.m. to 5:00 p.m. local time), tel.: 8-800-333-
80-00 ext. 1969; 2204;
- 23/10 Pravdy St., Moscow, JSC VTB Registrar (on business days from 10.00 a.m. to 5.00 p.m. local time), tel.:
8 (800) 200-61-12 (toll-free number in Russia);
92
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
- 43/1 Dubrovinskogo, Krasnoyarsk (on business days from 10:00 a.m. to 5:00 p.m. local time), tel.: 8-913-
031-71-04;
- And on the Company's website: www.rushydro.ru, in the personal account of the shareholder on the
Registrar's website at: http://www.vtbreg.ru, in the Quorum mobile application (for iOS and Android) developed
by the Registrar, and in the shareholder’s personal account in the E-voting electronic voting service on the
internet at: https://www.e-vote.ru/ru.
3. To approve the form and text of the notice on the holding of the Meeting (Schedule 5 to the Minutes).
4. To publish the notice on the holding of the Meeting on the Company's website on the internet:
www.rushydro.ru, at least 30 days prior to the date of the Meeting.
5. To determine that the notice on the holding of the Meeting and the information (material) for the Meeting
shall be sent in electronic form (as electronic documents) to the Company's registrar for their further
submission to the persons entitled to participate in the Meeting, in accordance with the laws of the Russian
Federation on securities.
6. To approve the form and text of the ballots for voting at the annual General Meeting of Shareholders of the
Company (Schedule 6 to the Minutes).
7. To determine that ballots for voting on the Meeting's agenda items shall be sent by registered mail or be
delivered against signature to each person registered in the Company's shareholder registers and entitled to
participate in the Meeting no later than June 7, 2019 (inclusive).
8. To approve the wording of resolutions on the agenda items of the Meeting, which should be sent
electronically (in the form of electronic documents) to nominal holders of shares registered in the Company's
shareholder register (Schedule 7 to the Minutes).
9. To determine that the wording of resolutions on the agenda items of the Meeting and the voting ballots shall
be provided by sending them to the Company's registrar for their further submission in electronic form (as
electronic documents) to the nominal holders of shares registered in the Company's shareholder register no
later than June 7, 2019 (inclusive).
10. To determine that completed voting ballots may be sent to the following postal address:
- JSC VTB Registrar, PO Box 54, Moscow 127137.
11. To determine the following addresses of websites for electronic registration and completion of the electronic
voting ballots: http://www.vtbreg.ru; https://www.e-vote.ru/ru, and in the Quorum app developed by the
93
Date and
No. of
Minutes
Minutes of
21.06.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:20)
Minutes of
24.06.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:21)
Items on the Agenda
Decisions Taken
Considering matters of
significance to the Company.
Progress of the construction of
the Ust-Srednekanskaya HPP.
Matters of the organization of
internal control and risk
management:
2.1. On approval of the report on
the functioning and the results of
internal assessment of the
corporate system of internal
control and risk management.
2.2. On approval of the Internal
Control and Risk Management
Policy of RusHydro Group.
2.3. On approval of the Risk-
Appetite Methodology of
RusHydro Group.
Approval of amendments to the
Decision on the additional issue of
the Company's securities.
Approval of amendments to the
Company's Securities Prospectus.
Approval of the report on the
interim results of execution of the
registrar (for iOS and Android).
12. To elect Natalia Kovaleva as the Secretary of the Meeting.
13. To conduct a video broadcast of the Meeting on the corporate website of the Company.
To take into consideration information on the progress of the construction of the Ust-Srednekanskaya HPP
(Schedule No. 1 to the Minutes).
1. To approve the report on the functioning and the results of internal assessment of the corporate system of
internal control and risk management (Schedule 2 to the Minutes).
2. To instruct the Company to develop an action plan based on internal assessment of the internal control and
risk management system conducted as of 2018 year-end.
3. To approve the Internal Control and Risk Management Policy of RusHydro Group (Schedule No. 3 to the
Minutes).
4. To declare null and void the Internal Control and Risk Management Policy of RusHydro approved by decision
of the Company's Board of Directors (Minutes No. 227 dated November 16, 2015).
5. To approve the Risk-Appetite Methodology of RusHydro Group (Schedule No. 4 to the Minutes).
To introduce (approve) amendments to the Decision on the additional issue of RusHydro securities (ordinary
shares) (Schedule No. 1 hereto).
To introduce (approve) amendments to the RusHydro Securities Prospectus (for ordinary shares) (Schedule No.
2 hereto).
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 execution of the Investment Program, including the Complex
94
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Company's Business Plan for 2019
considering the actual results for
Q1 2019 (including the report on
execution of the Investment
Program, including the Complex
Modernization Program for
Generating Facilities, for Q1
2019).
Approval of the report on
execution of the Annual Complex
Procurement Program of the
Company for Q1 2019.
Election of members to the HR
and Remuneration (Nominations)
Committee under the Company's
Board of Directors.
Election of members to the Audit
Committee under the Company's
Board of Directors.
Approval of the reports on the
performance results of the
Committees under the RusHydro
Board of Directors for the 2018–
2019 corporate year.
Consideration of the Report on
Modernization Program for Generating Facilities, for Q1 2019) (Schedule No. 3 hereto).
To approve the report on execution of RusHydro's Annual Complex Procurement Program for Q1 2019
(Schedule No. 4 hereto).
To terminate ahead of time the powers of Sergey Nikolayevich Ivanov, a member of the Audit
To terminate ahead of time the powers of Sergey Nikolayevich Ivanov, a member of the HR and
To elect Pavel Sergeyevich Grachev, a member of the Board of Directors, to the HR and Remuneration
1.
Remuneration (Nominations) Committee under the Company's Board of Directors.
2.
(Nominations) Committee under the Company's Board of Directors.
1.
Committee under the Company's Board of Directors.
2.
the Company's Board of Directors.
3.
Board of Directors.
To defer consideration of the item to a later date.
To elect Pavel Sergeyevich Grachev, a member of the Board of Directors, to the Audit Committee under
To elect Pavel Sergeyevich Grachev as the Chairman of the Audit Committee under the Company's
To take into consideration the Report on the Company Management Board's Activities for 2018 (Schedule No. 5
95
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
the Company Management
Board's Activities for 2018.
Amending the Unified Regulation
on Procurement of Products for
the Needs of RusHydro Group:
extending the practice of using
factoring when carrying out
contracts for the supply of goods
(performance of work, provision
of services).
Creation of a General Service
Center performing accounting and
tax accounting functions and
generation of reports in RusHydro
Group.
Consideration of the progress
report on the Action Plan (list of
measures) for the introduction of
professional standards in the
Company's operations.
Progress of priority projects for
the construction of two facilities
hereto).
To instruct the Chairman of the Management Board and General Director of the Company N. G.
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) when carrying out 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.
Shulginov:
2.1.
Products for the Needs of RusHydro Group about the amendments introduced thereto within 10 business days
after this resolution is adopted.
2.2.
No. 4111p-p13 dated May 8, 2019, along with electronic copies of the supporting documents on the
Interdepartmental State Property Management Portal by July 10, 2019.
To approve the creation of a General Service Center performing accounting and tax accounting functions and
generation of reports in RusHydro Group based at HydroEngineering Siberia JSC.
To publish information about the execution of Directives of the Government of the Russian Federation
To notify controlled organizations that have acceded to the Unified Regulation on Procurement of
To approve the progress report on the Action Plan (list of measures) for the introduction of professional
standards in the Company's operations in Q4 2018 and Q1 2019 (Schedule No. 6 hereto).
To take note of information on the progress of priority projects for the construction of two facilities in the Far
East (CHPP in Sovetskaya Gavan, Sakhalinskaya GRES-2 (stage 1)) as of March 31, 2019 (Schedule No. 7
96
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
in the Far East (CHPP in
Sovetskaya Gavan, Sakhalinskaya
GRES-2 (stage 1)) as of March
31, 2019.
Recognizing candidates to the
Company's Board of Directors
(Member of the Company's Board
of Directors) as independent.
hereto).
In accordance with the recommendations of the HR and Remuneration (Nominations) Committee under the
Company's Board of Directors:
1. To take into consideration information on the results of the evaluation of conformity 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 No. 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 for 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 the substantial counterparty is formal in
nature and does not affect Mr. Chekunkov's ability to act on the Board of Directors for the benefit of the
Company and all its shareholders for the following reasons:
- In accordance with Order of the Government of the Russian Federation No. 607-r dated March 30, 2019, A.O.
Chekunkov has been nominated by the Russian Federation as an independent director; therefore, Mr.
Chekunkov has no obligation to vote according to the directives of the Government of the Russian Federation
(Clause 16 of Regulation of the Government of the Russian Federation No. 738 dated December 3, 2004);
- A.O. Chekunkov's affiliation with the state is formal in nature because his labor relations with the Far East and
Baikal Region Development Fund JSC do not influence the objective and independent decisions made by Mr.
Chekunkov because the Russian Federation's control over the Far East and Baikal Region Development Fund
JSC is indirect and is exercised via the State Development Corporation VEB.RF, which is managed by
management bodies typical for a commercial institution;
97
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
- A.O. Chekunkov's affiliation with RusHydro's substantial counterparty is formal in nature due to the following:
On April 4, 2018, RusHydro (the Borrower) and the FEDF (the Lender) concluded a financing (target loan)
agreement for the construction of offsite infrastructure facilities at Sakhalinskaya GRES-2 (the Project). The
borrowed funds were allocated to RusHydro on a repayable and paid basis; the loan agreement was concluded
for a period until June 25, 2026, for a total amount of up to RUB 5 billion at 5% per annum.
Provision of funds to the FEDF to finance RAO Energy Systems of the East JSC for implementation of the
Project in accordance with Regulation of the Government of the Russian Federation No. 1055 dated October 16,
2014, has been preliminarily approved by the Government Subcommission for the Implementation of
Investment Projects in the Far East and the Baikal Region (Minutes No. 3 dated December 25, 2017), by the
FEDF Board of Directors (Minutes No. 57 dated December 29, 2017), and by the RusHydro Board of Directors
as an interested party transaction (Minutes No. 265 dated February 6, 2018; A.O. Chekunkov did not vote on
this item). As of December 31, 2018, the loan had been disbursed in full (RUB 5 billion) and the loan funds had
been allocated to finance the Project by way of their transfer in the form of a loan to an organization controlled
by the Company, RAO Energy Systems of the East JSC.
- The track record of A.O. Chekunkov in the Company's Board of Directors and the Company's Committees in
2016–2018 has proved his ability to make independent, unbiased, and conscientious judgments because Mr.
Chekunkov's opinion on the agenda items of meetings of the Board of Directors and committees under the
Board of Directors was based on his expertise and experience and was autonomous and independent, and the
decisions made by Mr. Chekunkov previously allow one to draw the conclusion that his formal connection with
the state did not influence his decisions, as Mr. Chekunkov acted for the benefit of the Company and all its
shareholders;
2. For the purpose of increasing the transparency of RusHydro, building its positive business reputation,
strengthening the positive current expert evaluation of the corporate governance system, increasing the share
of independent directors in the Board of Directors[1], and ensuring the conformity of RusHydro to the
recommendations of the Code of Corporate Governance and the Company's internal documents, it is suggested
that the candidate to the RusHydro Board of Directors Alexey Olegovich Chekunkov be recognized as an
independent director.
Mr. Chekunkov has an excellent business and personal reputation, the knowledge, skills, and experience
necessary to make decisions that fall within the competence of the Board of Directors and required for the
98
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
effective performance of his functions, thus allowing him, among other things, to participate in the work of
various committees under the RusHydro Board of Directors. Since 2015, Mr. Chekunkov has been a member of
the Committee for Far East Energy Development under the Board of Directors of the Company. In 2016–2018,
he was a member of the Company's Board of Directors and of the Reliability, Energy Efficiency, and Innovations
Committee and the Investment Committee under the Company's Board of Directors. Mr. Chekunkov's long
service on the Company's Board of Directors and the Committee for Far East Energy Development is his
strength, as Mr. Chekunkov has the necessary longstanding experience in the field of electrical power and
investments and extensive knowledge of the Company's business, which can contribute to the effective work of
the Board of Directors and the Committees of the Company.
During the meetings of the Committees and the Board of Directors, Mr. Chekunkov was always active in
discussing the agenda items and always expressed an objective and well-considered opinion in voting that was
independent from the opinion of the Company's management. He is responsible and proactive. When
participating in the work of the Board of Directors and its Committees, Mr. Chekunkov made a significant
contribution to the Company's implementation of the most important matters related to various areas of the
Company's business, including priority projects for the construction of facilities in the Far East, investment
projects, and the RusHydro innovation development program.
Furthermore, Mr. Chekunkov chaired the Far East and Baikal Region Development Fund for a long time. He has
18 years of experience working in the direct investments sector. He has held senior positions in the Russian
Direct Investment Fund (RDIF), A-1 (Alfa-Group consortium), Delta Private Equity (US-Russian investment
fund), and Alrosa Investment Group OJSC. He is also a member of the Supervisory Board of Alrosa JSC (PJSC).
Mr. Chekunkov took part in building the main mechanisms and approaches that served as the basis for the
state system of management of Far East development and was one of the visionaries and creators of the
Voskhod investment system for attracting capital to investment projects in the Far East.
The work experience described above, deep knowledge of the specifics of the Company's work, an
understanding of business processes, possession of the necessary professional skills in the financial,
administrative, and economic spheres, and use of the best corporate governance practices in his work make Mr.
Chekunkov's experience significant for the Company.
3. Based on Clause 2 of Section 2.18 of Schedule No. 2 and based on Schedule No. 4 to the MOEX Listing
Rules, to recognize Alexey Olegovich Chekunkov as an independent director.
99
Date and
No. of
Minutes
Minutes of
29.07.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:22)
Items on the Agenda
Decisions Taken
Consideration of the Electrical
Power Development Program to
ensure advanced economic
growth in the Far Eastern Federal
District.
Confidential.
Electing the Chairman of the
Board of Directors of the
Company.
Electing the Deputy Chairman of
the Board of Directors of the
Company.
Forming the Audit Committee
under the Company's Board of
Directors.
Forming the HR and
Remuneration (Nominations)
To take into consideration the Electrical Power Development Program to ensure advanced economic growth in
the Far Eastern Federal District (Schedule No. 8 hereto).
-
The special opinions of members of RusHydro Board of Directors V.M. Kravchenko and M.A. Rasstrigin are
attached to the Minutes.
To elect Yuriy Petrovich Trutnev as Chairman of the Board of Directors of RusHydro.
To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of Directors of RusHydro.
1. To elect the following persons to the Audit Committee under the Board of Directors of RusHydro:
1 Maksim Sergeyevich
2
3
Bystrov
Pavel Sergeyevich
Grachev
Vyacheslav
Viktorovich
Pivovarov
Member of the Board of Directors of RusHydro, Chairman of the Management Board of
NP Market Council Association.
Member of the Board of Directors of RusHydro, General Director of Polyus PJSC.
Member of the Board of Directors of RusHydro, President of Altera Capital LLC.
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.
1. To elect the following persons to the HR and Remuneration (Nominations) Committee under the Board of
Directors of RusHydro:
100
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Committee under the Company's
Board of Directors.
Forming the Strategy Committee
under the Board of Directors of
the Company.
1.
2.
3.
Vyacheslav
Viktorovich
Pivovarov
Pavel Sergeyevich
Grachev
Aleksey Olegovich
Chekunkov
Member of the Board of Directors of RusHydro, President of Altera Capital LLC.
Member of the Board of Directors of RusHydro, General Director of Polyus PJSC
Member of the Board of Directors of RusHydro,
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.
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:
Member of the Board of Directors of RusHydro, General Director of Polyus PJSC.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Pavel Sergeyevich
Grachev
Lev Vladimirovich
Kuznetsov
Vyacheslav
Viktorovich
Pivovarov
Nikolay Dmitriyevich
Rogalev
Dmitriy Gennadyevich
Denisov
Igor Anatolyevich
Zadvornov
Andrey Valentinovich
Kazachenkov
Boris Arkadyevich
Livshits
Vasiliy Vladislavovich
Nikonov
Yevgeniy
Aleksandrovich
Olkhovich
George Ilyich
Rizhinashvili
Member of the Board of Directors of RusHydro, First Deputy Chairman of the Board
of Directors of Management Company Intergeo LLC.
Member of the Board of Directors of RusHydro, President of Altera Capital LLC.
Member of the Board of Directors of RusHydro, Chancellor of National Research
University Moscow Power Engineering Institute.
Director of the Department for Competition, Energy Efficiency and Environment of
the Ministry of Economic Development of Russia.
Head of the Secretariat of the Deputy Prime Minister of the Russian Federation –
Presidential Envoy to the Far Eastern Federal District Yu. P. Trutnev.
Member of the Management Board, First Deputy General Director of RusHydro.
Deputy Head of the Competitive Pricing Department at NP Market Council
Association.
Director of the Energy Department of Rosneft.
Deputy General Director for Strategic Development of Rosseti PJSC.
Member of the Management Board, First Deputy General Director of RusHydro.
101
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
12.
Pavel Nikolayevich
Snikkars
Director of the Department of Electric Power Development of the Ministry of Energy
of Russia.
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.
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:
Member of the Board of Directors of RusHydro,
Chairman of the Management Board of NP Market Council Association.
1.
Forming the Investment
Committee under the Board of
Directors of the Company.
2.
3.
4.
5.
6.
7.
8.
Maksim
Sergeyevich
Bystrov
Lev Vladimirovich
Kuznetsov
Vyacheslav
Viktorovich
Pivovarov
Nikolay
Dmitriyevich
Rogalev
Mikhail
Aleksandrovich
Bychko
Sergey Igorevich
Zhuravlyov
Aleksandr
Vladimirovich
Ilyenko
Andrey
Valentinovich
Kazachenkov
Member of the Board of Directors of RusHydro, First Deputy Chairman of the Board of
Directors of Management Company Intergeo LLC.
Member of the Board of Directors of RusHydro,
President of Altera Capital LLC.
Member of the Board of Directors of RusHydro,
Chancellor of the National Research University Moscow Power Engineering Institute.
Acting Deputy General Director for Capital Construction at Rosseti PJSC.
Vice President for Governmental Affairs at Management Company Polyus LLC.
Member of the Management Board, Director for Unified Energy System Management
at SO UES JSC.
Member of the Management Board, First Deputy General Director of RusHydro.
102
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
9.
10.
11.
12.
13.
Sergey
Anatolyevich
Kirov
Aleksey
Vladimirovich
Kulagin
Mikhail
Sergeyevich
Sonin
Denis
Vladimirovich
Milyutin
Viktor Viktorovich
Khmarin
Member of the Management Board, First Deputy General Director of RusHydro.
Deputy Head of the Directorate "Expert & Analytical Center of the Fuel and Energy
Complex," Russian Energy Agency under the Ministry of Energy of Russia.
Head of the Office for Competition in the Goods and Services Markets of the Ministry
of Economic Development of Russia
Head of the Fuel and Power Resources Cost Control Office of the Energy Department
of Rosneft.
Member of the Board, Deputy General Director for Resource Provision and Future
Development, RusHydro.
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.
1. To elect the following persons to the Committee for Far East Energy Development under the Board of
Directors of the Company:
1.
2.
3.
4.
Yuriy Petrovich
Trutnev
Pavel Sergeyevich
Grachev
Aleksey Olegovich
Chekunkov
Deputy Prime Minister of the Russian Federation – Presidential Envoy to the Far
Eastern Federal District, Member of the Board of Directors of RusHydro.
Member of the Board of Directors of RusHydro, General Director of Polyus PJSC.
Member of the Board of Directors of RusHydro, General Director of JSC “Far East
Development Fund”.
Dmitry Stanislavovich
Bulgakov
Deputy Head of the Directorate "Expert & Analytical Center of the Fuel and Energy
Complex," Russian Energy Agency under the Ministry of Energy of Russia.
103
Forming the Committee for Far
East Energy Development under
the Board of Directors of the
Company.
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Sergey
Vyacheslavovich
Vasilyev
Andrey Vladimirovich
Gabov
Igor Anatolyevich
Zadvornov
Andrey Valentinovich
Kazachenkov
Sergey Yuryevich
Lebedev
Leonid Gennadyevich
Petukhov
Denis Viktorovich
Pileniyeks
Aleksandr
Mikhaylovich
Pyatigor
Aleksey Valeryevich
Molskiy
Sergey Aleksandrovich
Tyrtsev
Deputy General Director – Director of the Far East Division of RusHydro.
Head of the Electrical Energy Industry Development Office of the Department for the
State Regulation of Tariffs and Infrastructure Reforms of the Ministry of Economic
Development of Russia.
Head of the Secretariat of the Deputy Prime Minister of the Russian Federation –
Presidential Envoy to the Far Eastern Federal District Yu. P. Trutnev.
Member of the Management Board, First Deputy General Director of RusHydro.
Deputy Chairman of the Management Board of NP Market Council Association.
General Director of ANO Far East Investment and Export Agency.
Deputy Director for Unified Energy System Development at SO UES JSC.
Member of the Management Board, Deputy General Director of Rosseti PJSC for
Service Development and Implementation.
Deputy Chairman of the Management Board of FGC UES PJSC.
First Deputy Minister of Russian Far East Development.
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.
Forming the Reliability, Energy
1.
To determine the size of the Reliability, Energy Efficiency, and Innovations Committee under the
104
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Efficiency, and Innovations
Committee under the Board of
Directors of the Company.
Approving the Program of Works
of the Board of Directors of
Board of Directors: 9 persons.
2.
the Board of Directors of the Company:
To elect the following persons to the Reliability, Energy Efficiency, and Innovations Committee under
1.
2.
3.
4.
5.
6.
7.
8.
9.
Nikolay Dmitriyevich
Rogalev
Igor Anatolyevich
Baykov
Oleg Gennadyevich
Barkin
Boris Borisovich
Bogush
Yuriy Mikhaylovich
Vishnevskiy
Sergey Igorevich
Zhuravlyov
Andrey Vladimirovich
Mayorov
George Ilyich
Rizhinashvili
Mikhail Petrovich
Fedorov
Member of the Board of Directors of RusHydro,
Chancellor of the National Research University Moscow Power Engineering Institute.
Deputy Director of the Department for Operational Control and Management of the
Electrical Power Industry under the Ministry of Energy of Russia.
Member of the Management Board – Deputy Chairman of the Management Board of
NP Market Council Association.
Member of the Management Board, First Deputy General Director – Chief Engineer of
RusHydro.
Deputy Director for Unified Energy System Regime Management at SO UES JSC.
Vice President for Governmental Affairs at Management Company Polyus LLC.
Deputy General Director, Chief Engineer of Rosseti PJSC.
Member of the Management Board, First Deputy General Director of RusHydro.
President of Peter the Great Saint Petersburg Polytechnic University, Chairman of the
Bureau of the Scientific and Technical Council of RusHydro.
To elect Nikolay Dmitriyevich Rogalev as Chairman of the Reliability, Energy Efficiency, and
3.
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.
To approve the Program of Works of the Board of Directors of RusHydro for H2 2019 (Schedule No. 1 hereto).
105
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
RusHydro for H2 2019.
On determining the position of
RusHydro (RusHydro's
representatives) in the
management bodies of its
subsidiaries.
Recognizing a member of the
Board of Directors of the
Company as independent.
Commercial secret.
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 10, Karachayevo-Cherkesskenergo JSC, and Kabbalkenergo JSC 11, — 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;
-
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
the Company's major shareholder, the Russian Federation 12, as M. S. Bystrov is a member of the Board
10 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. JSC FSC (through JSC ATS) and
Autonomous Noncommercial Organization Training Center Market Council are controlled by the organizations of the Association Nonprofit Partnership Market
Council.
11 Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC are entities controlled by Rosseti PJSC, of whose Board of Directors M. S. Bystrov is a member.
12 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.
106
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Decisions Taken
Date and
No. of
Minutes
In accordance with Order of the Government of the Russian Federation (hereinafter, "RF Government")
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:
-
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 13 (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");
-
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
SO UES JSC (Joint-Stock Company System Operator of the Unified Energy System) provides the
13 By decision of the Supervisory Board of the NP Market Council Association (formerly known as NP ATS) dated November 30, 2007, since April 1, 2008, JSC ATS
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 a commercial infrastructure organization of the wholesale market.
107
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
FSC JSC (Joint-Stock Company Financial Settlement Center) is classified among the commercial
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");
-
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;
-
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
ANO Market Council Training Center, a company organized under NP Market Council Association, an
108
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
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.
To approve the new version of the Regulation on Insider Information of RusHydro (Schedule 1 to the Minutes).
1. To approve the Report on the implementation of the Action Plan for the sale of non-core assets of RusHydro
for Q2 2019 in accordance with Schedule 2 to the Minutes.
2. To amend the Register of non-core assets of the Company and the Action Plan for the sale of non-core
assets of RusHydro for Q4 2018 and 2019 approved by a resolution of the Board of Directors of the Company
dated December 24, 2018 (Minutes No. 281 dated December 27, 2018), in accordance with Schedule 3 to the
Minutes.
To approve the conclusion of the Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter, the
"Agreement") under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the urban settlement city of Zavolzhye, Gorodetsky municipal district, Nizhny Novgorod Region
Subject of the Agreement:
The Donor shall gratuitously transfer and the Donee shall accept in ownership for use as an object of provision
of urban amenities the installation "Pedestrian and Bicycle Lanes," cadastral number: 52:15:0000000:1448,
length: 545 m, address: 14 Privokzalnaya Street, city of Zavolzhye, Gorodetsky District, Nizhny Novgorod
109
Minutes of
29.08.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:23)
On approval of the Company's
internal documents: On approval
of the amended Regulation on
Insider Information of RusHydro.
On approval of the Report on the
implementation of the Action Plan
for the sale of non-core assets of
the Company for Q2 2019.
On approval of transactions for
the gratuitous transfer of the
Company's property to third
parties: pedestrian and bicycle
lanes created as part of the
construction of Nizhegorodskaya
HPP for provision of urban
amenities.
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Region, Russian Federation (ownership recorded in the Unified State Register of Real Estate on February 15,
2019 under No. 52:15:0000000:1448-52/110/2019-1).
To approve the conclusion of the Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter, the
"Agreement") under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Administration of the Priyutnensky District Municipality of the Republic of Kalmykia.
Subject of the Agreement:
The Donor shall transfer free of charge and the Donee shall take into possession a share in the construction
facilities in progress of the Kalmytskaya WPP in accordance with Schedule 4 to the Minutes.
To terminate the Company's participation in the authorized capital of Technopark Rumyantsevo in accordance
with the Program for the Alienation of Non-Core Assets of RusHydro.
To approve the termination of participation of RusHydro in Geotherm as a result of the reorganization of
Geoterm in the form of merger into Kamchatskenergo.
To approve the termination of participation of RusHydro in KamGEK as a result of the reorganization of
KamGEK in the form of merger into Kamchatskenergo.
To approve the participation of RusHydro in the authorized capital of Kamchatskenergo as a result of
reorganization of Kamchatskenergo in the form of the merger of Geoterm and KamGEK into it.
The share of RusHydro in the authorized capital of Kamchatskenergo before reorganization is 0%.
The share of RusHydro Group in the authorized capital of Kamchatskenergo before reorganization is
98.7%.
The share of RusHydro in the authorized capital of Kamchatskenergo after reorganization is not less
than 13.89%.
The share of RusHydro Group in the authorized capital of Kamchatskenergo after reorganization is not
less than 98.53%.
On approval of transactions for
the gratuitous transfer of the
Company's property to third
parties: shares in construction
facilities in progress of the
Kalmytskaya WPP.
On termination of the Company's
participation in Technopark
Rumyantsevo.
On termination of the Company's
participation in Geoterm.
On termination of the Company's
participation in KamGEK.
On participation of the Company
in the authorized capital of
Kamchatskenergo.
Confidential.
Confidential.
110
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Confidential.
On amendments to the Long-
Term Development Program of
RusHydro Group for the period of
2018 to 2022 (implementation of
the directives of the Government
of the Russian Federation No.
10068p-P13 dated December 6,
2018, in terms of
supplementation of the section
"Implementation of Intelligent
Systems and Digital
Technologies").
On the consideration of matters
of significance to the Company:
On updating the Innovation
Development Program of
RusHydro Group.
On termination of the Company's
participation in the authorized
Pursuant to the directives of the Government of the Russian Federation No. 10068p-P13 dated December 6,
2018, and in accordance with the resolution of the Board of Directors of the Company on the item "On the
transition of the Company to the predominant use of domestic software,"1 to approve amendments to the
Long-Term Development Program of RusHydro Group for the period of 2018 to 20222 in terms of the section
"Implementation of Intelligent Systems and Digital Technologies" according to Schedule 5 to the Minutes.
1. To take into account the report on comparison of the level of technological development and the values of
key performance indicators of the RusHydro Group's innovation activity with the level of development and
indicators of the leading peer companies (hereinafter referred to as the Comparison), revised with due regard
to the conclusions on the report submitted by the Ministry for Economic Development of the Russian Federation
and the Ministry of Energy of the Russian Federation (Schedule -6 to the Minutes).
2. To approve the proposals for improving the quality of preparation and implementation of the RusHydro
Group Innovation Development Program (Schedule 7 to the Minutes) prepared based on the results of the
Comparison, when updated.
3. To entrust the Chairman of the Management Board and General Director of the Company, N. G. Shulginov,
with ensuring the development of an updated Innovation Development Program of RusHydro Group for 2020 to
2024 in accordance with the proposals pursuant to Schedule 7 to the Minutes and forwarding it for approval to
the relevant federal executive bodies (Russian Ministry for Economic Development, Russian Ministry of Energy,
Russian Ministry of Education and Science, and Russian Ministry for Development of Russian Far East) by
December 31, 2019.
To terminate the Company's participation in the authorized capital of Bank of Cyprus Holdings Public Limited
Company in accordance with the Program for the Alienation of Non-Core Assets of RusHydro.
111
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Minutes of
23.09.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:24)
capital of Bank of Cyprus Holdings
Public Limited Company.
On preliminary approval of
transactions with the shares of
organizations in which the
Company participates:
transactions for the sale of
sixteen thousand six hundred
forty-one (16,641) ordinary
shares of Bank of Cyprus Holdings
Public Limited Company at
exchange trading.
On the interim results of the
fulfillment of the Company's
Business Plan for 2019 with
regard to the actual results for H1
2019 (considering the report on
the fulfillment of the Investment
Program, including the Complex
Modernization Program for
Generating Facilities, for H1
2019).
On the adjustment of the
Company's business plan for
2019–2023 insofar as it relates to
the Investment Program of
RusHydro for 2019.
On the adjustment of the
1. To approve transactions for the sale of sixteen thousand six hundred forty-one (16,641) ordinary shares of
Bank of Cyprus Holdings Public Limited Company at exchange trading.
The share of participation of the Company in Bank of Cyprus Holdings Public Limited Company before alienation
is 0.003729494%.
The share of participation of the Company in Bank of Cyprus Holdings Public Limited Company after alienation
is up to 0%.
2. To determine the price of the alienation of 16,641 ordinary shares of Bank of Cyprus Holdings Public Limited
Company based on the current market price of the shares of Bank of Cyprus Holdings Public Limited Company
formed on the day of sale on the London Stock Exchange.
The minority opinion of the member of RusHydro Board of Directors M. A. Rasstrigin is attached.
To confirm the interim results of the fulfillment of the Business Plan for 2019 with regard to the actual results of
H1 2019 (considering the report on the fulfillment of the Investment Program, including the Complex
Modernization Program for Generating Facilities, for H1 2019) (Appendix 1 to the Minutes).
To approve the adjustment of the Company's business plan for 2019 insofar as it relates to amending the
parameters of the Investment Program of RusHydro for 2019, considering their influence on the KPI
"Compliance with the capacity commissioning schedules and financing and utilization plan, %" for 2019
(Appendices 2 and 2a to the Minutes).
The minority opinion of member of the Company's Board of Directors P. A. Livinskiy on agenda item 2 is
attached.
To approve the adjusted consolidated Business Plan (including the consolidated Investment Program) of
112
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
consolidated Business Plan
(including the consolidated
Investment Program) of
RusHydro Group for 2019.
On the approval of the adjusted
targets for annual KPIs of the
Company's Management Board
members for 2019.
n the approval of the reports on
the performance results of the
Committees under the RusHydro
Board of Directors for the
corporate year 2018–2019.
On the participation of the
Company in JSC Sakhalin SDPP-2.
Minutes of
25.09.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:25)
RusHydro Group for 2019 (Appendix 3 to the Minutes).
The minority opinion of member of the Company's Board of Directors P. A. Livinskiy on agenda item 3 is
attached.
o approve the adjusted targets for KPIs of the Company's Management Board members for 2019 as follows:
"ROE, %," "EBITDA, million rubles," "Workforce Productivity, thousand rubles/man-hours" (Appendix 4 to the
Minutes).
To consider the item at the next scheduled in-person meeting of the Board of Directors with the participation of
the Chairmen of the Committees under the Board of Directors of the Company.
1. To approve the participation of the Company in the authorized capital of JSC Sakhalin SDPP-2 by concluding
an agreement(s) for the sale of shares (the "Transaction") on the following material conditions:
Parties to the Transaction:
Issuer: Sakhalin SDPP-2 JSC.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 16,345,000,000 ordinary shares to be placed through
private subscription (the "Shares").
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
RUB 1 per one share for a total amount of no more than RUB 16,345,000,000.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims
against the Issuer.
2. To determine that based on the results of the issue the Company's participation share in the authorized
capital of JSC Sakhalin SDPP-2 will not change and will remain 100%, while the debt of Sakhalin SDPP-2 owed
113
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On the participation of the
Company in JSC CHPP in
Sovetskaya Gavan.
to the Company in the amount of no less than RUB 9,216,605,312 shall be repaid following the acquisition of
the additional shares.
3. To determine that the price of acquisition by the Company of additional ordinary shares of JSC Sakhalin
SDPP-2 corresponds to the nominal value and amounts to RUB 1 per one additional ordinary share for the total
maximum amount of RUB 16,345,000,000.
4. To consider this decision to be approval of the transaction in accordance with letter c) of subclause 24 of
clause 12.1 of the Articles of Association of the Company.
1. To approve the participation of the Company in the authorized capital of JSC CHPP in Sovetskaya Gavan by
concluding an agreement(s) for the sale of shares (the "Transaction) on the following material conditions:
Parties to the Transaction:
Issuer: JSC CHPP in Sovetskaya Gavan.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 18,456,000,000 ordinary shares placed through private
subscription (the "Shares").
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
RUB 1 per one share for a total amount of no more than RUB 18,456,000,000.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims
against the Issuer.
To determine that based on the results of the issue the Company's participation share in the
2.
authorized capital of JSC CHPP in Sovetskaya Gavan will not change and will remain 100%, while the debt of
JSC CHPP in Sovetskaya Gavan to the Company in the amount of no less than RUB 2,644,947,674 shall be
repaid following the acquisition of the additional shares.
3. To determine that the price of acquisition by the Company of the additional ordinary shares of JSC CHPP in
Sovetskaya Gavan shall correspond to the nominal value and shall amount to RUB 1 per one additional ordinary
share for the total maximum amount of RUB 18,456,000,000.
4. To consider this decision to be approval of the transaction in accordance with letter c) of subclause 24 of
114
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On the participation of the
Company in JSC Yakutsk SDPP-2.
On approval of the report on the
fulfillment of the Annual
Comprehensive Procurement
Program of RusHydro for six
months of 2019.
clause 12.1 of the Articles of Association of the Company.
1. To approve the participation of the Company in the authorized capital of Yakutsk SDPP-2 JSC by concluding
an agreement(s) for the sale of shares (the "Transaction") on the following material conditions:
Parties to the Transaction:
Issuer: Yakutsk SDPP-2 JSC.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than 5,912,000,000 ordinary shares placed through private
subscription (the "Shares").
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
RUB 1 per one share for a total amount of not more than RUB 5,912,000,000.
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims
against the Issuer.
2. To determine that based on the results of the issue the Company's participation share in the authorized
capital of JSC Yakutsk SDPP-2 will not change and will remain 100%, while the debt of JSC Yakutsk SDPP-2
owed to the Company in the amount of no less than RUB 5,911,757,990 shall be repaid to the Company after
the acquisition of the additional shares.
3. To determine that the price of acquisition by the Company of additional ordinary shares of Yakutsk SDPP-2
JSC corresponds to the nominal value and amounts to RUB 1 per one additional ordinary share for the total
maximum amount of RUB 5,912,000,000.
4. To consider this decision to be approval of the transaction in accordance with letter c) of subclause 24 of
clause 12.1 of the Articles of Association of the Company.
To approve the report on the fulfillment of RusHydro's Annual Comprehensive Procurement Program for six
months of 2019 (Schedule 1 hereto).
115
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On consent to conclude an
agreement on the provision of
comprehensive transport services
as well as on the leasing with
crew and leasing of vehicles
without crew and additional
agreements thereto between
RusHydro and JSC RusHydro TC
as related-party transactions.
To give consent to the conclusion by the Company of the Agreement
To determine the maximum price of the contract for the provision of comprehensive transport services
1.
as well as the provision of
leasing with crew and leasing of vehicles without crew between the Company and JSC RusHydro TC (the
"Agreement") and its additional agreements, which are related-party transactions:
RUB 4,880,824,790.04, excluding VAT.
2.
and the subsequent conclusion of additional agreements thereto as interested-party transactions on the
following material conditions:
Parties to the Agreement and additional agreements:
Party 1: RusHydro (the Company).
Party 2: JSC TC RusHydro.
Subject of the Agreement:
The provision by Party 2 to Party 1 of a comprehensive transport service as well as the provision of leasing with
crew and leasing without crew of vehicles and equipment (including, among other things, ships and floating
objects of inland water transport, and/or hovercraft, and/or special equipment, and/or firefighting equipment,
and/or railway transport and equipment, and/or automobile freight vehicles, and/or automobile passenger
vehicles, and/or buses, and/or minibuses, and/or trams, and/or lifting facilities.
Subject of Additional Agreements:
-
floating objects of inland water transport, and/or hovercraft, and/or special equipment, and/or firefighting
equipment, and/or railway transport and equipment, and/or automobile freight vehicles, and/or automobile
passenger vehicles, and/or buses, and/or minibuses, and/or trams, and/or lifting facilities for leasing and
rendering comprehensive transportation services to the executive office and 18 branches of RusHydro);
Change in the price of the Agreement, including price components, within the limit price;
-
-
Change of schedules and/or interchangeability of the provision of vehicles and equipment within the
term for the provision of services and leases under the Agreement
The maximum price of the Agreement (including Additional Agreements):
RUB 4,880,824,790.04, excluding VAT.
The period for the provision of services and leases under the Agreement:
Change in the list of transport vehicles and equipment (including, among other things, ships and
116
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
September 1, 2019, to August 31, 2022.
Period of validity of the Agreement:
The Agreement shall enter into force upon its signing by the Parties and remain in effect until the Parties
perform their obligations in full. In accordance with clause 2 of article 425 of the Civil Code of the Russian
Federation, the terms of the Agreement apply to relations between the Parties that arose on or after September
1, 2019.
Other material terms of the Agreement or the procedure for their determination:
The provision of services under the Agreement shall be carried out within the borders of the Russian
Federation.
Specific routes (points of departure and destination), cargo parameters (mass, quantity, volume, dimensions,
nature (type, names), etc.), moto-watches, periods, service schedules, transportation schedules, shift work of
vehicles, schedules of means of transport, the place of supply of vehicles, the procedure for the supply and use
of vehicles, the nature of the vehicle, the consignor, the consignee may be determined (subject to the limits
specified in this decision) in the Agreement and/or applications of Party 1 to Party 2 for the provision of
transport or transportation services.
Persons with an interest in the execution of the transaction by the Company:
member of the Management Board of the Company S. A. Kirov, who is the brother of A. A. Kirov, who holds a
position in the management bodies (general director, member of the Board of Directors) of a party to the
Agreement, JSC TC RusHydro.
3. To determine that the present decision is valid until August 31, 2022.
To take note of information on the progress of priority projects for the construction of two facilities in the Far
East (CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (stage 1)) as of June 30, 2019 (Schedule 2 hereto).
To approve amendments to the Methodology for the Calculation and Evaluation of the Annual KPIs of RusHydro
Management Board Members (Schedule 3 to the Minutes).
117
On the status of the
implementation of priority
projects for the construction of 2
facilities in the Far East (CHPP in
Sovetskaya Gavan, Sakhalin
SDPP-2 (stage 1).
On approval of amendments to
the Methodology for the
Calculation and Evaluation of the
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Annual KPIs of RusHydro
Management Board Members.
On participation of the Company
in the authorized capital of JSC
DGK.
Minutes of
21.10.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:26)
Confidential.
Confidential.
On approval of the Report on the
implementation of the Action Plan
for the sale of non-core assets of
the Company for 9 months of
2019.
On progress in the
To approve participation of the Company in the authorized capital of JSC DGK for the purpose of capitalization
of the latter's debt to RusHydro under loans issued (including payment of interest) by way of concluding an
agreement to purchase additional shares of JSC DGK (the "Agreement"), as part of a procedure for increasing
the authorized capital of JSC DGK by private subscription in favor of the sole entity, RusHydro, on the following
material terms and conditions:
Parties to the Agreement:
Issuer: JSC DGK.
Acquirer: RusHydro.
Subject of the Agreement:
The Issuer shall transfer to the Acquirer ownership of ordinary registered shares of JSC DGK for a maximum
amount of RUB 40,500,000,000, and the Acquirer shall accept and pay for them at the price determined by the
Board of Directors of JSC DGK on the basis of an independent appraiser's report, which shall not be less than
the par value of one ordinary share, with the possibility of paying for them by way of offset of the Company's
monetary claims under the extended loans (including payment of interest).
The shareholding of the Company and its controlled entities in the authorized capital of JSC DGK after the
acquisition of the additional shares of JSC DGK will not change and will remain 100%.
The minority opinions of members of RusHydro Board of Directors P. A. Livinskiy and M. A. Rasstrigin are
attached to the Minutes.
-
-
To approve the Report on the implementation of the Action Plan
for the sale of non-core assets of RusHydro for 9 months of 2019 (Schedule No. 1 to the Minutes).
To take into account the information on the progress in the implementation of RusHydro Group's Long-Term
118
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
implementation of RusHydro
Group's Long-term Development
Program in H1 2019.
Amendments to RusHydro
Group's Long-Term Development
Program.
Minutes of
22.10.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:27)
Confidential.
On the accomplishment of the
action plan for works at
Zagorskaya PSHP-2.
On measures for refinancing the
debt of RAO Energy Systems of
the East Holding companies.
Development Program in H1 2019 (Schedule 2 to the Minutes).
To approve amendments to the list, target values, and methods of calculating and evaluating key performance
indicators of RusHydro Group's Long-Term Development Program 14 in accordance with the adjustment by the
Board of Directors of the Company of the list, target values, and methods of calculating and evaluating key
performance indicators of members of the Management Board and the Long-term Motivation Program of the
Company (Minutes of the Board of Directors of the Company No. 283 dated February 21, 2019, No. 295 dated
September 23, 2019, No. 296 dated September 24, 2019) (Schedule No. 3 to the Minutes).
The minority opinion of member of the Company's Board of Directors M. A. Rasstrigin on the agenda item 2.2
is attached.
-
To take into consideration the interim report on the accomplishment of the follow-up action plan for works at
Zagorskaya PSHP-2 (Schedule No. 1 hereto).
In order to streamline the terms of the non-deliverable forward contract (hereinafter referred to as the
1.
Forward) concluded between the Company and VTB Bank (PJSC) in respect of 55,000,000,000 (Fifty-five
billion) ordinary shares of PJSC RusHydro and formalized in the Confirmation of a Non-Deliverable Forward
Transaction for Shares dated March 3, 2017 (hereinafter referred to as the Confirmation) in accordance with
the Master Agreement on Derivatives Transactions in the Financial Markets dated March 3, 2017, to approve
the conclusion of a supplementary agreement to the Confirmation providing for the following amendments to
the essential terms of the Forward:
1.1.
1.2.
obligations under the Forward in full by twelve (12) months.
Reduction of the forward rate by 0.5 (five-tenths) percentage points.
Prolongation of the period during which the Company cannot demand early performance of the
14 The Long-term Development Program for the period 2018–2022, approved by Minutes of the Board of Directors of the Company No. 271 dated June 1, 2018, as
amended by Minutes of the Board of Directors of the Company No. 279 dated October 26, 2018, and No. 294 dated August 29, 2019.
119
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Entitlement of VTB Bank (PJSC) to unilaterally extend the Forward term no more than three (3) times
1.3.
and in aggregate no more than up to March 3, 2025, inclusive, by sending a written notice to the Company.
2.
To consider this resolution to be also the approval of a derivative transaction in accordance with
Subclause 25, Clause 12.1 of the Company's Articles of Association and the Borrowing Policy Regulation of the
Company approved by the decision of the Company's Board of Directors dated July 29, 2010 (Minutes No. 104
dated August 2, 2010).
3.
For the purpose of collaboration aimed at increasing the selling price of shares of RusHydro as part of
the Forward, to approve the conclusion of an agreement on the provision of financial and consulting services
(hereinafter, the Agreement) on the following essential terms:
Parties to the Agreement:
Customer: PJSC RusHydro;
Contractor: VTB Capital JSC.
Subject of the Agreement:
To provide services and assistance to the Customer as part of analysis and measures for the implementation of
strategic initiatives aimed at increasing the market value of the Customer’s shares, including as part of the
implementation of the RusHydro Group Value Increase Plan for the period up to 2021, as well as for the
implementation of the transaction for the sale of Customer's shares in the total amount of 55,000,000,000
(Fifty-five billion) ordinary shares owned by VTB Bank (PJSC) for the purposes of final settlement of the
Forward (hereinafter, the “Transaction”).
Price of the Agreement:
Five percent (5%) of the amount of the excess of the price for the sale of one (1) share as a result of the
Transaction over one ruble and thirty-five thousandths (1.035), multiplied by the number of shares that are the
subject of this Transaction, but not more than seven hundred million (700,000,000) rubles.
Term of the Agreement:
The Agreement shall be valid from the moment of its execution until the earlier of the following dates: a) the
date of completion of the Transaction; b) the date falling 36 months from the date of execution of the
Agreement; or (c) the date of early termination of the Agreement by any Party upon prior written notice to the
other Party.
Additional terms:
120
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On the approval of the reports on
the performance results of the
Committees under the RusHydro
Board of Directors for the
corporate year 2018–2019.
Minutes of
04.12.2019
(cid:569)(cid:3)(cid:21)(cid:28)(cid:28)
On setting up branches of
RusHydro.
On the progress of
The Customer undertakes to compensate the Contractor for property losses actually incurred and documented
by VTB Capital JSC in connection with the Transaction which arose out of any claims, actions, demands,
requests or investigations from any third parties with regard to the Contractor or its affiliates, as well as any
proceedings relating to such claims. However, property losses that occurred mainly through the fault of the
Contractor, as established by a final court judgment, will be excluded from the amount of compensation. The
amount of losses compensable by the Customer may not exceed the Price of the Agreement.
1. To approve the report on the performance results of the Audit Committee of the Company's Board of
Directors for the 2018-2019 corporate year (Schedule No. 2 hereto).
2. To approve the report on the performance results of the HR and Remuneration (Nominations) Committee
under the Board of Directors for the 2018-2019 corporate year (Schedule No. 3 hereto).
3. To approve the report on the performance results of the Strategy Committee under the Company's Board of
Directors for the 2018—2019 corporate year (Schedule No. 4 hereto).
4 To approve the report on the performance results of the Reliability, Energy Efficiency and Innovations
Committee under the Company's Board of Directors for the 2018—2019 corporate year (Schedule No. 5
hereto).
5. To approve the report on the performance results of the Far East Power Industry Development Committee
under the Company's Board of Directors for the 2018—2019 corporate year (Schedule No. 6 hereto).
1. To take information on the status of projects for the construction, retrofitting and upgrading of generating
facilities (thermal plants) in the non-price zone of the wholesale electricity and capacity market in accordance
with Order of the Government of the Russian Federation No. 1544-r dated July 15, 2019 (hereinafter,
"Projects") under advisement.
2. To set up, for the purposes of implementing the Projects:
-
Yakutsk;
-
in Khabarovsk;
-
Vladivostok.
To take information on the progress of implementation of the investment project "Construction of two single-
the Primorsky Branch of Public Joint-Stock Company Federal Hydrogeneration Company – RusHydro in
the Yakutsky Branch of Public Joint-Stock Company Federal Hydrogeneration Company – RusHydro in
the Khabarovsky Branch of Public Joint-Stock Company Federal Hydrogeneration Company – RusHydro
121
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
implementation of the investment
project "Construction of two
single-circuit 110 kV overhead
lines Pevek – Bilibino
(construction phase No. 1)."
On determining the position of
the Company (delegates of the
Company) regarding the agenda
of the management bodies of JSC
Hydroinvest: "On the execution
by JSC Hydroinvest of a
transaction on the alienation of
shares in its subsidiary, CJSC
MEK, which produces electricity."
circuit 110 kV overhead lines Pevek – Bilibino (construction phase No. 1)" (Schedule No. 1 to the Minutes)
under advisement.
Furthermore, during the discussion of this matter, Yu. P. Trutnev, Chairman of the Board of Directors, ordered
the Management Board of the Company to elaborate, within one week, the possibility of implementing the
project "Construction of two single-circuit 110 kV overhead lines Pevek – Bilibino (construction phase No. 1)" by
means of allocating several startup complexes.
To instruct the representatives of the Company in the management bodies of JSC Hydroinvest on the issue "On
the execution by JSC Hydroinvest of a transaction on the alienation of shares in its subsidiary, CJSC MEK, which
produces electricity," to vote "FOR" the adoption of the following resolution:
1. To approve the termination of participation of JSC Hydroinvest (the company controlled by RusHydro) in
CJSC MEK by selling 527,085 ordinary registered uncertified shares in CJSC MEK at the price determined by the
Board of Directors of JSC Hydroinvest based on the valuation report, but not lower than the carrying value, with
cash payment.
The compulsory condition for the alienation of shares in CJSC MEK is the termination of the surety agreement
dated January 30, 2013, concluded between RusHydro and the European Bank for Reconstruction and
Development, and the surety agreement dated May 15, 2013, concluded between RusHydro and the Asian
Development Bank.
2. To implement the decision in Clause 1, to approve the conclusion of a sale and purchase agreement (the
"Agreement") on the following conditions and terms (method for their determination):
Parties to the Agreement:
Seller: Joint-Stock Company Hydroinvest
Buyer: the persons who have the preemptive right to acquire shares in CJSC MEK in accordance with the
legislation of the Republic of Armenia or, if they refuse to acquire shares or do not exercise their preemptive
right, Open Joint-Stock Company Hrazdan Energy Company (RazTES) (Republic of Armenia).
Subject Matter of the Agreement:
The Seller shall transfer to the Buyer the ownership of 527,085 ordinary uncertified shares in CJSC MEK with a
par value of 1,000 Armenian drams each (the "Shares"), and the Buyer shall accept them and pay for them.
122
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
obtaining by CJSC MEK of the consent of the Public Services Regulatory Commission of the Republic of
Price of the Agreement:
The value of the alienated shares is determined by the Board of Directors of JSC Hydroinvest based on the
valuation report, but not lower than the carrying value, which is one hundred seventy-two million nine hundred
sixty-one thousand nine hundred seventy-two rubles 00 kopecks (RUB 172,961,972.00) for 527,085 shares (the
"Stock Value") as of September 30, 2019. The payment for the Shares shall be made in cash.
Other conditions for the alienation of the Shares:
(cid:520). Ownership of the Shares is transferred to the Buyer after all the following conditions are met:
signing a loan agreement between CJSC MEK and the new lending bank (on material terms in
-
accordance with Schedule No. 2 to the Minutes) in order to fully refinance the debt to the European Bank for
Reconstruction and Development (hereinafter, EBRD) and the Asian Development Bank (hereinafter, ADB)
(hereinafter, EBRD and ADB are jointly referred to as the Lending Banks) under the loan agreement dated
December 21, 2012 and under the loan agreement dated May 13, 2013 (hereinafter jointly referred to as the
Loan Agreements), on the conditions agreed upon by the Buyer and CJSC Ardshinbank;
-
Armenia to signing a share pledge agreement and an immovable property pledge agreement in favor of the
new lending bank;
-
stipulated by the surety agreement dated January 30, 2013, concluded between RusHydro and the European
Bank for Reconstruction and Development, and the surety agreement dated May 15, 2013, concluded between
RusHydro and the Asian Development Bank pursuant to the full debt repayment by CJSC MEK under the Loan
Agreements;
failure to use the pre-emptive right to acquire the Shares within the established time period, or refusal
-
to use the pre-emptive right to acquire the Shares by the minority shareholder of CJSC MEK and by CJSC MEK
itself (in case of the sale of the Shares to the Open Joint-Stock Company Hrazdan Energy Company (RazTES)).
b. The Seller provides to the Buyer representations for the most significant potential risks listed in Schedule No.
3 to the Minutes.
3. To establish that the stake of JSC Hydroinvest in CJSC MEK: before the alienation of the Shares is 90.00%,
and after the alienation of the Shares, 0.00%."
To approve the report on the performance results of the Investment Committee of the Company's Board of
termination of the suretyships of RusHydro for the obligations of CJSC MEK under the Loan Agreements
123
On approving the report on the
Date and
No. of
Minutes
Minutes of
04.12.2019
(cid:569)(cid:3)(cid:22)(cid:19)(cid:19)
Items on the Agenda
Decisions Taken
performance results of the
Investment Committee of the
Board of Directors of RusHydro
for the corporate year 2018–
2019.
On Consideration of the Report
on Compliance with the
Company's Information Policy.
On approval of the report on the
execution of the Annual Complex
Procurement Program of the
Company for 9 months of 2019.
On annual notification of industry-
related federal executive bodies
and the Government of the
Russian Federation on the
volumes of contracts concluded
with defense industry enterprises
for the procurement of civil
products for the fuel and energy
industry (performance of work,
provision of services) which are
not related to a state defense
order.
Directors for the corporate year 2018–2019 (Schedule No. 4 to the Minutes).
To take into consideration the Report on Compliance with RusHydro's Information Policy (Schedule No. 1 to the
Minutes).
To approve the report on the execution of the RusHydro Annual Complex Procurement Program for 9 months of
2019 (Schedule No. 2 to the Minutes).
on the official website of the State Industrial Information System of information on the current and
of all procurement information of RusHydro Group on the official website of the Unified Procurement
1. To note the publication by the Company:
-
Information System, including the goods, works and services procurement plan and up-to-date official
publications on procurements, containing, inter alia, notices of procurement, procurement documentation, draft
contracts, and information on all contracts concluded by RusHydro Group with all counterparties (this
information is publicly available at http://zakupki.gov.ru);
-
prospective needs of RusHydro Group for the implementation of production programs, which is available for the
manufacturers of the defense industry for submission of their commercial proposals and further participation in
tender procedures (this information is publicly available at https://gisp.gov.ru).
2. The Company shall ensure timely annual notification of industry-related federal executive bodies (the
Ministry of Industry and Trade of Russia, the Ministry of Energy of Russia, and the Ministry of Economic
Development of Russia) and the Government of the Russian Federation on the volumes of contracts concluded
by the Company and its subsidiaries with defense industry enterprises for the procurement of civil products for
the fuel and energy industry (performance of works, provision of services) which are not related to a state
defense order not later than 30 days before the date of the annual General Meeting of Shareholders of the
124
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On approval of a new revision of
the Unified Regulation on the
Procurement of Products for the
Needs of RusHydro Group.
On 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.
On consideration of the audit
findings of the Ministry of Energy
of Russia and the progress on the
elimination of violations
discovered.
Procurement of Russian products
used for the implementation of
national projects and the complex
plan for modernization and
expansion of trunk infrastructure.
Company, after the industry-related federal executive bodies (the Ministry of Industry and Trade of Russia
and/or the Federal Agency for State Property Management) submit information to the Company about the
organizations included in the register of defense industry organizations in accordance with Decree of the
Government of the Russian Federation No. 96 dated February 20, 2004 "On the Consolidated Register of
Defense Industry Organizations."
1. To approve a new revision of the Unified Regulation on the Procurement of Products for the Needs of
RusHydro Group (Schedule No. 3 to the Minutes).
2. As soon as the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group comes
into force, to deem the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group
approved by Decision of the Board of Directors of RusHydro (Minutes No. 277 dated October 4, 2018, with
amendments approved by Minutes of the meeting of the Board of Directors of RusHydro No. 292 dated June
24, 2019) to have lost force.
To approve the report on the progress of the Action Plan (the list of measures) for the implementation of
professional standards in the Company's operations in Q2 and Q3 2019 (Schedule No. 4 to the Minutes).
To take under advisement the results of the field audits conducted by the Ministry of Energy of Russia in 2019
and information on the progress on the elimination of violations as of September 30, 2019 (Schedule No. 5 to
the Minutes).
Clause 5.17 of the Unified Regulation on the Procurement of Products for the Needs of RusHydro
1. To take note of the following:
-
Group, approved by the Company's Board of Directors (Minutes No. 277 dated October 4, 2018, with
amendments approved by Minutes No. 292 dated June 24, 2019, hereinafter referred to as the "URPP"),
provides for the priority of procured products (goods, work, services) of Russian origin over procured products
125
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Approval of the report on the
interim results of accomplishment
of the Company's Business Plan
for 2019 considering the actual
results for 9 months of 2019
(including the report on execution
of the Investment Program,
including the Complex
Modernization Program for
Generating Facilities, for 9
months of 2019).
On approval of the Company's
Business Plan (including the
Investment Program) for 2020–
2024.
Minutes of
26.12.2019
(cid:569)(cid:3)(cid:22)(cid:19)(cid:20)
of foreign origin15;
-
this clause of the URPP covers, inter alia, the procurement of Russian products used for the
implementation of national projects and the complex plan for modernization and expansion of trunk
infrastructure.
2. To establish that no additional amendments need be introduced to the URPP and other local regulations
(acts) of the Company in the field of procurement activities to establish the priority of the procurement of
Russian products used for the implementation of national projects and the complex plan for modernization and
expansion of trunk infrastructure.
To approve the report on the interim results of accomplishment of the Company's Business Plan for 2019
considering the actual results for 9 months of 2019 (including the report on execution of the Investment
Program, including the Complex Modernization Program for Generating Facilities, for 9 months of 2019)
(Schedule No. 6 to the Minutes).
1. To approve the RusHydro Business Plan for 2020 (Schedule 1 to the Minutes).
2. To approve the RusHydro Investment Program for 2020 (Schedule 2 to the RusHydro Business Plan for
2020–2024).
3. To approve the planning data for RusHydro's investment projects and for new construction facilities of
controlled companies that are taken into account in calculating the performance indicator of RusHydro
Management Board members "Compliance with the Capacity Commissioning Schedule and the Financing and
Utilization Plan, %" for 2020 (Schedule 2a to the RusHydro Business Plan for 2020–2024).
15 In accordance with Decree of the Government of the Russian Federation No. 925 dated September 16, 2016 "On the Priority of Goods of Russian Origin and Work
Performed and Services Provided by Russian Persons as Compared to Goods of Foreign Origin or Work Performed and Services Provided by Foreign Persons."
126
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
On approval of the consolidated
Business Plan (including the
consolidated Investment
Program) of RusHydro Group for
2020–2024.
On approval of the list and the
target values of annual key
performance indicators of
RusHydro Management Board
members for 2020.
4. To take into consideration the RusHydro Business Plan for 2021–2024 (Schedule 1 to the Minutes), including
the RusHydro Investment Program for 2021–2024 (Schedule 2 to the RusHydro Business Plan for 2020–2024).
To approve the consolidated Business Plan (including the consolidated Investment Program) of RusHydro Group
for 2020–2024 (Schedule 2 to the Minutes).
To approve:
To approve and put into effect from January 1, 2020:
1.
1.1. A new revision of the Regulation on the System of Key Performance Indicators of RusHydro (the
"Regulation") as per Schedule 3 to the Minutes.
1.2. The list of annual key performance indicators of RusHydro Management Board members for 2020 as per
Schedule 4 to the Minutes.
1.3. The target values of the annual key performance indicators of RusHydro Management Board members for
2020 as per Schedule 5 to the Minutes.
1.4. The new revision of the methodology for calculating and evaluating the annual key performance indicators
of RusHydro Management Board members as per Schedule 6 to the Minutes.
2.
2.1. The target values of KPIs under RusHydro's Cycle 4 Long-Term Motivation Program for 2020–2022 as per
Schedule 7 to the Minutes.
2.2. Changes to the target values of KPIs under RusHydro's Cycle 2 Long-Term Motivation Program for 2018–
2020 as per Schedule 8 to the Minutes.
2.3. Changes to the target values of KPIs under RusHydro's Cycle 3 Long-Term Motivation Program for 2019–
2021 as per Schedule 9 to the Minutes.
2.4. Changes to the Methodology for Calculating and Evaluating KPIs under the RusHydro Long-Term
Motivation Program approved by decision of the Company's Board of Directors on December 26, 2017 (Minutes
No. 264 dated December 28, 2017), as amended on February 19, 2019 (Minutes No. 283 dated February 21,
2019), with respect to calculation of the KPI "Total shareholder return (TSR), %" as per Schedule 10 to the
Minutes.
3. To calculate the KPIs under the Cycle 2 Long-Term Motivation Program for 2018–2020 and the Cycle 3 Long-
127
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Minutes of
26.12.2019
(cid:569)(cid:3)(cid:22)(cid:19)(cid:21)
On the Company's non-core
assets.
Conclusion of an Agreement on
the gratuitous transfer of
pedestrian and bicycle paths to
the municipal entity City of
Sayanogorsk.
Conclusion of an Agreement on
the gratuitous transfer of
hydrometeorological network
facilities for assignment to the
Siberian Department for the
Russian Federal Service for
Hydrometeorology and
Environmental Monitoring.
A new version of the Register of RusHydro's Non-Core Assets (Schedule No. 1 to the Minutes);
The Action Plan for the Sale of RusHydro's Non-Core Assets for 2019 (Q4) – 2020 (Schedule No. 2 to
Term Motivation Program for 2019–2021 in accordance with the Methodology for Calculating and Evaluating
Key Performance Indicators under the RusHydro Long-Term Motivation Program approved by decision of the
Company's Board of Directors dated December 26, 2017 (Minutes No. 264 dated December 28, 2017), including
amendments thereto, including those stipulated by clause 2.4 hereof.
To approve:
-
-
the Minutes).
To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter
referred to as the Agreement) under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the municipal entity City of Sayanogorsk of the Republic of Khakassia, represented by the
Administration of the municipal entity City of Sayanogorsk.
Subject of the Agreement:
The Donor transfers free of charge, and the Donee takes ownership of the immovable property "Pedestrian
path and bicycle path" (cadastral number 19:03:080103:7009, length 3,904 m, purpose: other construction
(improvement)), located at: Naberezhnaya Street, Building 2, Cheryomushki Working Village, Sayanogorsk,
Republic of Khakassia, Russian Federation (hereinafter, the Property).
To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter
referred to as the Agreement) under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Russian Federation represented by the Interregional Territorial Administration of the Federal
Agency for State Property Management in the Krasnoyarsk Territory, the Republic of Khakassia and the
Republic of Tyva.
Subject of the Agreement:
The Donor transfers free of charge, and the Donee takes ownership of the movable property of the
hydrometeorological network facilities (Schedule No. 3 to the Minutes) (hereinafter, the Property) for
128
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
Conclusion of an Agreement for
the gratuitous transfer of
property of the Kora-Ursdonskaya
HPP to the Administration of the
Dur-Dur rural settlement of the
Digorsky district of the Republic
of North Ossetia – Alania.
On approval of an agreement for
the purchase and sale of the
upper concrete spillway dam in
the ownership of Zagorskaya
PSPP-2 JSC for its subsequent
dismantling.
On approval of the annual
comprehensive procurement
program of RusHydro for 2020.
On approval of the Insurance
Protection Program of RusHydro
for 2020.
On the progress of priority
projects for the construction of
subsequent assignment to the Siberian Department for the Russian Federal Service for Hydrometeorology and
Environmental Monitoring on the basis of operational management.
To approve the conclusion of an Agreement for the gratuitous transfer (donation) of the property of the Kora-
Ursdonskaya HPP (hereinafter, the Agreement) on the following significant terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is Dur-Dur rural settlement of Digorsky district of the Republic of North Ossetia – Alania.
Subject of the Agreement:
The donor transfers free of charge, and the Donee takes into ownership the immovable and movable property
of the Kora-Ursdonskaya HPP according to the list in accordance with Schedules No. 4 and 5 to the Minutes
(hereinafter, the Property).
As part of the implementation of the construction project of the Zagorskaya PSPP-2 on the Kunya River, to
approve the conclusion of a Real Estate Purchase and Sale Agreement (hereinafter, the Agreement) on the
following significant terms and conditions:
Parties to the Agreement:
The Seller is RusHydro;
The Buyer is Zagorskaya PSPP-2 JSC.
Subject of the Agreement:
The Seller undertakes to transfer to the Buyer, and the Buyer undertakes to accept and pay for the immovable
property owned by the Seller, according to Schedule No. 6 to the Minutes.
To approve the annual comprehensive procurement program of RusHydro for 2020 (Schedule No. 7 to the
Minutes).
To approve the Insurance Protection Program of RusHydro for 2020 (Schedule No. 8 to the Minutes).
To take note of information on the progress of priority projects for the construction of two facilities in the Far
East (CHPP in Sovetskaya Gavan, Sakhalinskaya GRES-2 (stage 1)) as of September 30, 2019 (Schedule No. 9
129
Items on the Agenda
Decisions Taken
Date and
No. of
Minutes
two facilities in the Far East
(CHPP in Sovetskaya Gavan,
Sakhalin GRES-2 (stage 1)) as of
September 30, 2019.
On termination of the Company's
participation in the authorized
capital of RusHydro International
B.V. through its voluntary
liquidation.
On determining the membership
of RusHydro's Management
Board.
hereto).
To exit from RusHydro International B.V. through its voluntary liquidation in accordance with the Program for
the Alienation of Non-Core Assets of RusHydro.
1. To terminate the powers of member of the Management Board D. I. Rizhinashvili.
2. To define the number of members of the Company's Management Board as 5 persons.
3. Confidential.
130
APPENDIX NO.5 INFORMATION ON THE MEETINGS OF THE COMMITTEES UNDER THE BOARD OF DIRECTORS
AUDIT COMMITTEE UNDER THE BOARD OF DIRECTORS
Issue Discussed
Decisions Taken
Date and No. of
Minutes
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:19)(cid:23)(cid:17)(cid:19)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
127
Review of the Report on Compliance of the Company with the
requirements of the legislation of the Russian Federation on
countering the unlawful use of insider information and market
manipulation and of the Regulation of RusHydro on Insider
Information for Q4 2018.
Preliminary approval of the report on the results of the activity of
the Audit Committee under the Board of Directors of the Company
for H1 of the 2018–2019 corporate year.
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:27)(cid:17)(cid:19)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
128
On recommendations for the Company’s Board of Directors
concerning approval of the Report on the Organization of Insurance
Coverage of RusHydro in 2018.
On recommendations for the Company’s Board of Directors
concerning approval of transactions for the transfer of the
Company's property to third parties free of charge.
To approve the Report on Compliance of the Company with the
requirements of the legislation of the Russian Federation on
countering the unlawful use of insider information and market
manipulation and of the Regulation of RusHydro on Insider
Information for Q4 2018 (Appendix 1).
To preliminarily approve the report on the results of the activity of
the Audit Committee of the Board of Directors of the Company for
H1 of the 2018–2019 corporate year.
To recommend the Company’s Board of Directors to adopt the
following resolution:
To approve the Report on the Organization of Insurance Coverage
of RusHydro in 2018 as per Appendix 2 to this resolution.
To recommend the Company's Board of Directors to adopt the
following resolutions:
«1.
Transfer (Donation) of Property (hereinafter, the “Agreement”)
under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Russian Federation, represented by the
Interregional Territorial Directorate of the Federal Agency for State
Property Management in Khabarovsk Krai and the Jewish
Autonomous Region.
Subject of the Agreement:
The Donor shall transfer free of charge and the Donee shall accept
in ownership the immovable and movable property of the
To approve the conclusion of the Agreement on the Free
131
Date and No. of
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Issue Discussed
Decisions Taken
hydrometeorological network in accordance with Appendix 1 and
Appendix 2 to this draft resolution (hereinafter, the “Property”) for
the subsequent assignment of the operational management right
to the Federal State Budgetary Institution Far East
Hydrometeorology and Environmental Monitoring Department.
Price (book value) of the Property (as of December 31, 2018):
20,674,861 (twenty million six hundred seventy-four thousand
eight hundred and sixty-one) rubles and 28 kopeks.
2.
Transfer (Donation) of Property (hereinafter, the “Agreement”)
under the following material terms and conditions:
To approve the conclusion of the Agreement on the Free
Parties to the Agreement:
The Donor is the Company;
The Donee is the village of Gimry in the Untsukulsky
District of the Republic of Dagestan, represented by the
Administration of the Gimry Municipality of the Untsukulsky District
of the Republic of Dagestan.
Subject of the Agreement:
The Donor shall transfer to the Donee free of charge and
the Donee shall assume ownership over the real estate object
(“Bridge” road transport structure) under cadastral number
05:35:000022:113, length of 113 m, located at Irganai HPP,
Gimry, Untsukulsky District, Republic of Dagestan, pursuant to
Appendix 3 to this draft resolution (hereinafter, the “Property”).
Price (book value) of the Property (as of December 31,
2018):
98,977,438 (ninety-eight million nine hundred seventy-
seven thousand four hundred and thirty-eight) rubles and 26
kopeks.
3.
To approve the conclusion of the Agreement on the Free
132
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Transfer (Donation) of Property (hereinafter, the “Agreement”)
under the following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Russian Federation, represented by the
Territorial Directorate of the Federal Agency for State Property
Management in Stavropol Krai.
Subject of the Agreement:
The Donor shall transfer free of charge and the Donee
shall assume ownership over the real estate object (“Drop No. 1
with a dam” hydraulic structure) under cadastral number
26:15:000000:3586, length of 1,860 m, located 7,850 m
southwest from the central part of Dvortsovskoye, Kochubeyevsky
District, Stavropol Krai, in accordance with Appendix 4 to this draft
resolution (hereinafter, the “Property”) for further assignment of
the operational management right to the Federal State Budgetary
Institution Land Improvement and Agricultural Water Supply
Directorate for Stavropol Krai.
Price (book value) of the Property (as of December 31,
2018):
3,469,704 (three million four hundred sixty-nine thousand
seven hundred and four) rubles and 54 kopeks.
To recommend the Company’s Board of Directors to adopt the
following resolution:
To approve the Report on Implementation of the Non-Core Asset
Sale Plan of RusHydro for 2018 in accordance with the Appendix to
this resolution.
1. To recommend the Company's Board of Directors to adopt the
following resolution:
To approve the conclusion of an agreement on making a
133
On recommendations for the Company’s Board of Directors
concerning approval of the Report on Implementation of the
Company's Non-Core Asset Sale Plan for 2018.
On recommendations for the Company’s Board of Directors
concerning approval of the transaction for the free transfer of the
Company's property.
Date and No. of
Minutes
Issue Discussed
Decisions Taken
contribution to the property of Small HPPs of Altai JSC
(hereinafter, the “Agreement”) as a transaction to transfer the
Company's property free of charge under the following material
terms and conditions:
Parties to the Agreement:
RusHydro
Small HPPs of Altai JSC
Subject of the Agreement:
Making a contribution (in cash) to the property of Small
HPPs of Altai JSC.
The contribution amount is 4,071,399 (four million
seventy-one thousand three hundred and ninety-nine) rubles and
00 kopeks.
Other terms and conditions of the Agreement:
The contribution periods ends on February 25, 2019.
2. For S.A. Kirov, Member of the Management Board, First
Deputy General Director, and A.V. Kazachenkov, Member of the
Management Board, First Deputy General Director, to ensure the
required adjustments to the Company's budget in order to make a
contribution in accordance with Clause 1 of this resolution.
Recommend to the Company’s Board of Directors to make the
following decision: “Take under advisement the results of on-site
audits by the Russian Ministry of Energy in 2018 and follow-up on
corrective actions as at December 31, 2018, in accordance with
the Appendices 1–10 hereto”.
Approve the Action Plan of the Audit Committee under the Board
of Directors of RusHydro for 1H 2019 (Appendix 1).
Take under advisement the report on progress against the Action
Plan for Implementing the Company’s Comprehensive Program of
Anti-Corruption Activities in 2018.
134
Minutes No. 129 of
March 25, 2019
On recommendations to the Company’s Board of Directors on the
item: “Review of material matters for the Company: review of the
results of on-site audits by the Russian Ministry of Energy in 2018
and follow-up on corrective actions as at December 31, 2018”.
Minutes No. 130 of
April 9, 2019
On approval of the Action Plan of the Audit Committee under the
Board of Directors of RusHydro for 1H 2019.
On review of the report on progress against the Action Plan for
Implementing the Company’s Comprehensive Program of Anti-
Corruption Activities in 2018.
Issue Discussed
Decisions Taken
Date and No. of
Minutes
Minutes No. 131/85 of
April 18, 2019
Minutes No. 132 of
April 30, 2019
On review of the results of the corporate governance practice
assessment and self-assessment of the Board of Directors’
performance.
On consideration of the Report on the Company's compliance with
laws and regulations of the Russian Federation in terms of
prevention of unauthorized use of insider information and market
manipulation and RusHydro’s Regulations on Insider Information
in Q1 2019.
On progress against the schedule of RusHydro’s control activities
for Q4 2018.
On assessment of RusHydro's internal audit function for 2018.
Minutes No. 133 of
May 21, 2019
On recommendations to the Company’s Board of Directors on the
item:
“Preliminary approval of RusHydro’s annual report (including
sustainability disclosures) for 2018”.
On opinion of the Internal Audit Commission issued after the audit
of the Company in 2018.
On recommendations to the Company’s Board of Directors on the
item: “Preliminary approval of the Company’s annual financial
(accounting) statements for 2018”.
Take under advisement the results of the corporate governance
practice assessment performed by the Internal Audit Service and
recommendations on improving the Company’s corporate
governance in accordance with Appendix 1 hereto.
Take under advisement the external assessment results and mark
positive changes in the assessments by independent experts.
Take under advisement the Report on self-assessment of the
Board of Directors’ performance and proposals on improvements
in the Board of Directors’ performance in accordance with
Appendix 2 hereto.
Approve the Report on the Company's compliance with laws and
regulations of the Russian Federation in terms of prevention of
unauthorized use of insider information and market manipulation
and RusHydro’s Regulations on Insider Information in Q1 2019
(Appendix 1).
Approve the report compiled by the Head of the Internal Audit
Service on progress against the 2018 schedule of RusHydro’s
control activities in Q4 2018 (Appendix 2).
Approve findings of the internal function assessment for 2018 in
accordance with Appendix 1 hereto.
Recommend to the Company’s Board of Directors to make the
following decision:
“Pre-approve RusHydro’s annual report (including sustainability
disclosures) for 2018 in accordance with Appendix 1 hereto and
submit it for approval by the Annual General Meeting of
Shareholders”.
Take under advisement opinion of the Internal Audit Commission
issued after the audit of the Company in 2018.
Recommend to the Company’s Board of Directors to make the
following decision:
“Pre-approve the Company’s annual financial (accounting)
135
Date and No. of
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Issue Discussed
Decisions Taken
On the Report compiled by AO PwC Audit (the Company’s Auditor)
on the audit of PJSC RusHydro’s RAS accounting statements
for 2018.
. On the Report compiled by AO PwC Audit (the Company’s
Auditor) on the audit of RusHydro Group’s IFRS consolidated
financial statements for the year ended December 31, 2018.
On opinion of the Company’s Auditor issued after the audit of the
Company’s accounts for 2018 prepared under the Russian
Accounting Standards.
On assessment of the external audit efficiency in 2018.
On recommendations to the Company’s Board of Directors on the
item: “Recommendations to the Annual General Meeting of
Shareholders regarding approval of the Company’s auditor”.
Minutes No. 134 of
May 15, 2019
On recommendations to the Company’s Board of Directors on the
item: “Approval of the report on progress against the Action Plan
for the Disposal of Non-Core Assets of the Company in Q1 2019”.
statements for 2018”.
Take under advisement the Report compiled by AO PwC Audit (the
Company’s Auditor) on the audit of PJSC RusHydro’s RAS
accounting statements for 2018.
Take under advisement the Report compiled by AO PwC Audit on
the audit of RusHydro Group’s IFRS consolidated financial
statements for the year ended December 31, 2018 (see attached).
Take under advisement the opinion issued by
AO PricewaterhouseCoopers (the “Auditor”) after the audit of the
Company’s accounts for 2018 prepared under the Russian
Accounting Standards.
Recommend that the Company's Board of Directors submit the
opinion on the audit of the Company’s accounts for 2018 to the
Annual General Meeting of Shareholders.
Based on the assessment, recognise external audit for 2018 as
efficient.
Recommend to the Company’s Board of Directors to make the
following decision: “Recommend to the Annual General Meeting of
Shareholders to adopt the following resolution regarding approval
of the Company’s auditor: “Approve AO PricewaterhouseCoopers
(OGRN 1027700148431) as PJSC RusHydro’s auditor”.
Recommend to the Company’s Board of Directors to make the
following decision:
1.
“Approve the report on progress against the Action
Plan for the Disposal of Non-Core Assets of the Company in
Q1 2019.
2.
Amend the Register of Non-Core Assets of the
Company approved by the Company’s Board of Directors on
December 24, 2018 (Minutes No. 281) as follows:
-
exclude JSC HydroEngineering Siberia;
136
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations to the Company’s Board of Directors on the
item: “Approval of transactions entered into by the Company:
approval of a transaction related to the gratuitous transfer of the
Company’s property to a third party”.
-
change the planned disposal procedure for the
Construction Laboratory Building of the Concrete Facility and the
Gallery Structure of the Concrete Facility from “gratuitous transfer”
to “direct sale to Zagorskaya PSPP-2”.
Recommend to the Company’s Board of Directors to make the
following decision:
“Approve the donation agreement entered into by JSC Ust-
Srednekanskaya HPP, the Company’s subsidiary, and related to
the gratuitous transfer of property to the Magadan Region as
follows:
Parties to the Agreement:
JSC Ust-Srednekanskaya HPP as the Donor;
the Magadan Region represented by the Department of
Property and Land Relations of the Magadan Region as the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer to the government and the
Donee shall take into possession and provide for the state
registration of the transferred right over the Infectious Disease
Clinic of the Srednekanskaya Central District Hospital in the
settlement of Seymchan with a capacity of 10 inpatient beds
(purpose: non-residential, floor area: 1,548.6 sq m, number of
floors: two, including one basement, address (location):
13A Yuzhnaya Street, Seymchan, Srednekansky District, Magadan
Region, Russia, cadastral number 49:04:010103:2661, hererinafter
the “Facility”) as required by the applicable Russian laws. The
Facility is owned by the Donor as confirmed by record in the
Unified State Register of Immovable Property
No. 49:04:010103:2661-49/009/2019-1 dated March 26, 2019.
The Facility shall be transferred together with its equipment
(laboratory, intensive care and X ray), furniture and inventories”.
137
Issue Discussed
Decisions Taken
Date and No. of
Minutes
Minutes No. 135 of
June 19, 2019
On recommendations to the Company’s Board of Directors on the
item:
“Approval of the Guidelines on RusHydro Group’s Risk Appetite”.
On recommendations to the Company’s Board of Directors on the
item: “Approval of the Internal Control and Risk Management
Policy of RusHydro Group”.
On recommendations to the Company’s Board of Directors on the
item: “Approval of the report on the operation and internal
assessment of the internal control and risk management system”.
Minutes No. 136 of
August 9, 2019
On preliminary approval of the report on performance of the Audit
Committee of the Company’s Board of Directors for the 2018-2019
corporate year.
On appointment of the Audit Committee’s secretary
On review of efficiency improvement proposals based on the audit
of the LTDP implementation in 2018.
Recommend to the Company’s Board of Directors to make the
following decision: “Approve the Guidelines on RusHydro Group’s
Risk Appetite (see Appendix to the draft resolution)”.
Recommend to the Company’s Board of Directors to make the
following decision: “Approve the Internal Control and Risk
Management Policy of RusHydro Group (see Appendix to the draft
resolution).
Invalidate the Internal Control and Risk Management Policy of
PJSC RusHydro approved by resolution of the Board of Directors of
PJSC RusHydro (Minutes No. 227 of November 16, 2015)”.
Take under advisement the report on the operation and internal
assessment of the internal control and risk management system.
Recommend to the Company’s Board of Directors to make the
following decision:
- Approve the report on the operation and internal assessment of
the internal control and risk management system (see Appendix
to the draft resolution).
- Instruct the Company to develop an action plan based on the
internal assessment of the internal control and risk management
system in 2018.
Pre-approve the report on performance of the Audit Committee of
the Company’s Board of Directors for the 2018-2019 corporate
year.
Appoint Alexandra Pyatova, chief expert of the Internal Audit
Service, as the secretary of the Audit Committee of the Company’s
Board of Directors.
1.
Approve efficiency improvement
proposals based on the audit of the LTDP
implementation in 2018 (Appendix 1 to the draft
resolution).
2.
Inform the Audit Committee of the Board
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Date and No. of
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Issue Discussed
Decisions Taken
On consideration of the Report on the Company's compliance with
laws and regulations of the Russian Federation in terms of
prevention of unauthorized use of insider information and market
manipulation and RusHydro’s Regulations on Insider Information
in Q2 2019.
On progress against the schedule of the Internal Audit Service’s
control activities for Q1 2019.
On recommendations to the Company’s Board of Directors on
approval of a transaction related to the gratuitous transfer of the
Company’s property to a third party.
of Directors about progress against the proposals
specified in clause 1.
Take under advisement the information about progress against
efficiency improvement proposals based on the audit of the LTDP
implementation in 2017 (Appendix 2 to the explanatory note).
Approve the Report on the Company's compliance with with laws
and regulations of the Russian Federation in terms of prevention
of unauthorized use of insider information and market
manipulation and RusHydro’s Regulations on Insider Information
in Q2 2019.
Approve the report compiled by the Head of the Internal Audit
Service on progress against the 2019 schedule of RusHydro’s
control activities in Q1 2019 (Appendix 4).
Recommend to the Company’s Board of Directors to make the
following decision: “Approve the conclusion of an Agreement on
the Gratuitous Transfer (Donation) of Property (the “Agreement”)
on the following material terms and conditions:
Parties to the Agreement:
the Company as the Donor;
the settlement of Zavolzhye, Gorodetsky Municipal District,
Nizhny Novgorod Region as the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall take into
possession the pedestrian and cycling lane (cadastral number
52:15:0000000:1448, 545 m long, address:
14 Privokzalnaya Street, Zavolzhye, Gorodetsky District, Nizhny
Novgorod Region, Russia, ownership record in the Unified State
Register of Immovable Property No. 52:15:0000000:1448-
52/110/2019-1 dated February 15, 2019) as a public space
improvement facility.
139
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations to the Company’s Board of Directors on the
item: “Approval of the report on progress against the Action Plan
for the Disposal of Non-Core Assets of the Company in Q2 2019.”
Minutes No. 137 of
August 23, 2019
On recommendations to the Company’s Board of Directors on the
item: "Approval of the Company’s internal regulations: approval of
the new version of RusHydro’s Regulations on Insider
Information".
On recommendations to the Company’s Board of Directors on
approval of a transaction related to the gratuitous transfer of the
Company’s property to a third party.
Amend the Register of Non-Core Assets of the Company
Approve the report on progress against the Action Plan for
Recommend to the Company’s Board of Directors to make the
following decisions:
“1.
the Disposal of Non-Core Assets of the Company in Q2 2019 in
accordance with Appendix hereto.
2.
and the Action Plan for the Disposal of Non-Core Assets of the
Company in Q4 2018 – 2019 approved by the Company’s Board of
Directors on December 24, 2018 (Minutes No. 281 of
December 27, 2018) in accordance with Appendix hereto”.
Recommend to the Company’s Board of Directors to make the
following decision:
"Approve the new version of RusHydro’s Regulations on Insider
Information (see Appendix 1 hereto)".
Recommend to the Company’s Board of Directors to make the
following decision:
"1. Approve the conclusion of an Agreement on the Gratuitous
Transfer (Donation) of Property (the “Agreement”) on the
following material terms and conditions:
Parties to the Agreement:
the Company as the Donor;
the Administration of the Priyutnensky Municipal District of
the Republic of Kalmykia as the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall
take into possession the Kalmytskaya WPP assets under
construction in accordance with Appendix 1 hereto.
2. Amend the Register of Non-Core Assets of the Company
approved by the Company’s Board of Directors on December 24,
2018 (Minutes No. 281 of December 27, 2018) in accordance with
140
Issue Discussed
Decisions Taken
Date and No. of
Minutes
Minutes No. 138 of
September 20, 2019
Minutes No. 139 of
September 23, 2019
On election of the Deputy Chairman of the Audit Committee.
On approval of the Action Plan of the Audit Committee under the
Board of Directors of RusHydro for 2H 2019.
On the Report compiled by AO PwC Audit (the Company’s Auditor)
on RusHydro Group’s audit plan for 2019.
On the Report compiled by AO PwC Audit (the Company’s Auditor)
on the results of the interim audit of PJSC RusHydro’s accounting
statements and the review of RusHydro Group’s IFRS financial
statements for three and six months ended June 30, 2019.
Minutes No. 140 of
October 9, 2019
On amendments to the 2019 schedule of control activities of
RusHydro’s Internal Audit Service.
Minutes No. 141 of
October 17, 2019
Minutes No. 142 of
November 15, 2019
On recommendations to the Company’s Board of Directors on the
item: "Approval of the report on progress against the Action Plan
for the Disposal of Non-Core Assets of the Company in 9M 2019".
On consideration of the Report on the Company's compliance with
laws and regulations of the Russian Federation in terms of
prevention of unauthorized use of insider information and market
manipulation and RusHydro’s Regulations on Insider Information
in Q3 2019.
On progress against the schedule of RusHydro’s control activities
for Q2 2019.
Minutes No. 143 of
November 28, 2019
On recommendations to the Company’s Board of Directors on the
item: "Review of material matters for the Company: review of the
results of on-site audits by the Russian Ministry of Energy in 2019
Appendix 2 hereto".
Elect Vyacheslav Pivovarov as the Deputy Chairman of the Audit
Committee under the Board of Directors of RusHydro.
Approve the Action Plan of the Audit Committee under the Board
of Directors of RusHydro for 2H 2019 (Appendix 1).
Take under advisement the Report compiled by AO PwC Audit on
RusHydro Group’s audit plan for 2019 (Appendix 1).
Take under advisement the Report compiled by AO PwC Audit (the
Company’s Auditor) on the results of the interim audit of PJSC
RusHydro’s accounting statements and the review of RusHydro
Group’s IFRS financial statements for three and six months ended
June 30, 2019.
Amend the 2019 schedule of control activities of RusHydro’s
Internal Audit Service by approving the 2019 schedule of control
activities of RusHydro’s Internal Audit Service attached hereto as
Appendix 1.
Approve the report compiled by the Head of the Internal Audit
Service on progress against the 2018 schedule of RusHydro’s
control activities for Q2 2018.
Approve the Report on the Company's compliance with laws and
regulations of the Russian Federation in terms of prevention of
unauthorized use of insider information and market manipulation
and RusHydro’s Regulations on Insider Information in Q3 2019
(Appendix 1).
Approve the report compiled by the Head of the Internal Audit
Service on progress against the 2019 schedule of RusHydro’s
control activities for Q2 2019 (Appendix 2).
Recommend to the Company’s Board of Directors to make the
following decision:
"Take under advisement the results of on-site audits by the
141
Date and No. of
Minutes
Issue Discussed
Decisions Taken
and follow-up on corrective actions as at September 30, 2019".
On recommendations to the Company’s Board of Directors on the
item: "Consideration of the Report on the Company’s compliance
with its information policy".
Minutes No. 135/144 of
November 28, 2019
On recommendations to the Company’s Board of Directors on the
item: "Determination of the Company’s position on the agenda for
JSC Hydroinvest’s governing bodies: JSC Hydroinvest entering into
a transaction to sell shares in its power generating subsidiary,
CJSC MEK".
Russian Ministry of Energy in 2019 and follow-up on corrective
actions as at September 30, 2019, in accordance with the
Appendix hereto".
Recommend to the Company’s Board of Directors to make the
following decision:
"Take under advisement the Report on the Company’s compliance
with its information policy in accordance with Appendix 1 hereto".
Recommend to the Company’s Board of Directors to make the
following decision: "Instruct the Company’s representatives in
JSC Hydroinvest’s governing bodies to vote FOR the following
resolution on JSC Hydroinvest entering into a transaction to sell
shares in its power generating subsidiary, CJSC MEK:
1. Approve the divestment of JSC Hydroinvest (RusHydro’s
subsidiary) from CJSC MEK through the sale of 527,085 ordinary
registered uncertificated shares in CJSC MEK at the greater of
either the price determined by JSC Hydroinvest’s Board of
Directors based on the appraiser’s report or their book value, with
consideration payable in cash.
The transaction is conditional upon termination of the surety
contract (s.n.)made between PJSC RusHydro and the European
Bank for Reconstruction and Development on January 30, 2013
and the surety contract (s.n.) made between PJSC RusHydro and
the Asian Development Bank on May 15, 2013.
2. In pursuance of the resolution on item 1, approve the
conclusion of a sale and purchase agreement (the “Agreement”)
on the following terms and conditions (subject to the following
procedure):
Parties to the Agreement:
JSC Hydroinvest as the Seller;
persons having the pre-emptive right to buy shares in
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Date and No. of
Minutes
Issue Discussed
Decisions Taken
CJSC MEK in accordance with the applicable Armenian laws or,
failing which, OJSC Hrazdan Energy Company (RazTES), the
Republic of Armenia, as the Buyer.
Subject matter of the Agreement:
The Seller shall transfer ownership of, and the Buyer shall
accept and pay for, 527,085 (five hundred twenty-seven thousand
and eighty-five) ordinary uncertificated shares in CJSC MEK, each
with a par value of AMD 1,000 (one thousand Armenian drams)
(the “Shares”).
Price of the Agreement:
The price of the Shares shall be the greater of either the
price determined by JSC Hydroinvest’s Board of Directors based on
the appraiser’s report or their book value which is equal to
RUB 172,961,972.00 (one hundred seventy-two million nine
hundred sixty-one thousand nine hundred and seventy-two
roubles and 00 kopecks) for 527,085 shares as at September 30,
2019 (the "Share Price"). The consideration for the Shares shall be
payable in cash.
Other conditions precedent:
a. The ownership of the Shares shall pass to the Buyer if
all the following conditions are met:
CJSC MEK and a new lending bank
sign a loan agreement (on the material
terms and conditions as per Appendix 1
hereto) to refinance its debt in full to the
European Bank for Reconstruction and
Development (the “EBRD”) and the Asian
Development Bank (the “ADB”) (collectively,
the “Lending Banks”) under the loan
agreement (s.n.)dated December 21, 2012
and the loan agreement (s.n.)dated May 13,
143
Date and No. of
Minutes
Issue Discussed
Decisions Taken
2013 (collectively, the “Loan Agreements”),
on the terms and conditions agreed between
the Buyer and Ardshinbank;
CJSC MEK obtains the consent of Armenia’s Public
Services Regulatory Commission to sign a pledge agreement in
respect of the Shares and a pledge agreement in respect of real
properties in favour of the new lending bank;
CJSC MEK repays in full its debt under the Loan
Agreements, following which PJSC RusHydro terminates its
sureties securing CJSC MEK’s obligations under the Loan
Agreements as provided for by the surety contract (s.n.) made
between PJSC RusHydro and the European Bank for
Reconstruction and Development on January 30, 2013 and the
surety contract (s.n.) made between PJSC RusHydro and the
Asian Development Bank on May 15, 2013;
the minority shareholder in CJSC MEK and
CJSC MEK itself refuse or fail to exercise their pre-emptive right to
buy the Shares in due time (if the Shares are sold to
OJSC Hrazdan Energy Company (RazTES)).
b.
The Seller makes representations and warranties on
material potential risks to the Buyer as per Appendix 2 hereto.
3. Determine that JSC Hydroinvest’s stake in CJSC MEK is 90.00%
before the sale of the Shares and 0.00% thereafter".
Recommend to the Company’s Board of Directors to make the
following decision:
"Approve RusHydro’s Insurance Program for 2020 (as per
Appendix 1 hereto)".
Recommend to the Company’s Board of Directors to make the
following decision:
"Approve the conclusion of an Agreement on the
Gratuitous Transfer (Donation) of Kora-Ursdonskaya HPP assets
(the “Agreement”) on the following material terms and conditions:
144
Minutes No. 145 of
December 18, 2019
On recommendations to the Company’s Board of Directors on the
item: "Approval of RusHydro’s Insurance Program for 2020".
Minutes No. 146 of
December 23, 2019
On recommendations to the Company’s Board of Directors on the
item: "Approval of a transaction related to the gratuitous transfer
of the Company’s property to a third party".
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations to the Company’s Board of Directors on the
Company’s non-core assets.
On recommendations to the Company’s Board of Directors on the
item:
"Preliminary approval of the Company’s transaction related to
actual or possible disposal of its assets constituting fixed assets,
intangible assets or assets under construction as detailed in
specific resolutions by the Company’s Board of Directors: approval
of a sale and purchase agreement in respect of real properties as
a transaction related to the disposal of the Company’s assets
constituting fixed assets".
Parties to the Agreement:
the Company as the Donor;
the Dur-Durskoye rural settlement in the Digorsky District
of the Republic of North Ossetia – Alania as the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall take into
possession the movable assets and real properties of Kora-
Ursdonskaya HPP as per the lists attached as Appendices 1 and 2
hereto (the “Assets”)".
Recommend to the Company’s Board of Directors to make the
following decisions:
"Approve:
the new version of the Register of RusHydro’s Non-Core
Assets (as per Appendix 1 hereto);
the Action Plan for the Disposal of RusHydro’s Non-Core
Assets in Q4 2019 – 2020 (as per Appendix 2 hereto)".
Recommend to the Company’s Board of Directors to make the
following decision:
"As part of the construction of Zagorskaya PSPP-2 on the
Kunya River, approve the conclusion of a sale and purchase
agreement in respect of real properties (the “Agreement”) on the
following material terms and conditions:
Parties to the Agreement:
PJSC RusHydro as the Seller;
Zagorskaya PSPP-2 as the Buyer.
Subject matter of the Agreement:
The Seller shall transfer ownership of, and the Buyer shall
accept and pay for, real properties owned by the Seller and listed
in the Appendix hereto.
Price of the Agreement:
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Issue Discussed
Decisions Taken
On recommendations to the Company’s Board of Directors on the
item: "Approval of a transaction related to the gratuitous transfer
of the Company’s property to a third party".
On recommendations to the Company’s Board of Directors on the
item: "Approval of a transaction related to the gratuitous transfer
of the Company’s property to a third party".
The price is determined based on independent appraiser’s report
No. 199-4 dated November 22, 2019 and specified in the Appendix
hereto".
Recommend to the Company’s Board of Directors to make the
following decision:
"Approve the conclusion of an Agreement on the
Gratuitous Transfer (Donation) of Property (the “Agreement”) on
the following material terms and conditions:
Parties to the Agreement:
the Company as the Donor;
the Russian Federation represented by the Interregional
Territorial Administration of the Federal Agency for State Property
Management in the Krasnoyarsk Territory, the Republic of
Khakassia, and the Republic of Tyva as the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall take into
possession the movable assets of the hydrometeorological
observation network listed in the Appendix hereto (the “Assets”) to
be subsequently operated by Federal State-funded Budgetary
Institution "Siberian Weather Control and Environmental
Monitoring Service".
Recommend to the Company’s Board of Directors to make the
following decision:
"Approve the conclusion of an Agreement on the
Gratuitous Transfer (Donation) of Property (the “Agreement”) on
the following material terms and conditions:
Parties to the Agreement:
the Company as the Donor;
Sayanogorsk Municipality in the Republic of Khakassia
represented by the Administration of Sayanogorsk Municipality as
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Issue Discussed
Minutes No. 147 of
December 30, 2019
On progress against the schedule of RusHydro’s control activities
for Q3 2019.
On review of the Interim Report on Diagnostics and Preliminary
Assessment of RusHydro’s Internal Audit Function.
On review of RusHydro Group’s comprehensive risk classifier
(typical risk database).
On approval of the 2020 schedule of control activities of
RusHydro’s Internal Audit Service.
Decisions Taken
the Donee.
Subject matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall take into
possession the pedestrian and cycling lane (cadastral number
19:03:080103:7009, 3,904 m long, designated as other structure
(landscaping)) located at structure 2, Naberezhnaya Street,
Cheremushki Compound, Sayanogorsk, the Republic of Khakassia,
Russia (the “Assets”)".
Approve the report compiled by the Head of the Internal Audit
Service on progress against the 2019 schedule of RusHydro’s
control activities for Q3 2019 in accordance with the Appendix
hereto.
Take under advisement the Interim Report on Diagnostics and
Preliminary Assessment of RusHydro’s Internal Audit Function.
Based on the results of diagnostics and preliminary assessment of
RusHydro’s internal audit functions, the Head of the Internal Audit
Service shall be instructed to propose amendments to RusHydro’s
Internal Audit Policy and related internal regulations.
Take under advisement RusHydro Group’s comprehensive risk
classifier (typical risk database) in accordance with the Appendix
hereto.
Approve the 2020 schedule of control activities of RusHydro’s
Internal Audit Service in accordance with the Appendix hereto.
NOMINATIONS AND COMPENSATIONS COMMITTEE UNDER THE BOARD OF DIRECTORS
Date and No. of
Minutes
Minutes No. 82 of
Items Discussed
Confidential.
Decisions Taken
–
147
Date and No. of
Minutes
January 25, 2019
Items Discussed
Decisions Taken
Confidential.
Confidential.
On preliminary approval of the report on performance of the
Nomination and Compensation Committee of RusHydro’s Board of
Directors for 1H of the 2018-2019 corporate year.
Minutes No. 83 of
February 15, 2019
On recommendations to the Company’s Board of Directors on the
item: "Membership of RusHydro's governing bodies".
Minutes No. 84 of
March 22, 2019
Confidential.
On recommendations to the Company’s Board of Directors on the
item: "Approval of the report on achievement of key performance
indicators (for the Management Board)".
–
–
1. Pre-approve the report on performance of the Nomination and
Compensation Committee of RusHydro’s Board of Directors for 1H
of the 2018-2019 corporate year (Appendix to the Minutes).
2. Recommend to the Company’s Board of Directors to approve
the report on performance of the Nomination and Compensation
Committee of RusHydro’s Board of Directors for 1H of the 2018-
2019 corporate year (Appendix to the Minutes).
Recommend to the Company’s Board of Directors to make the
following decision:
1. Terminate the powers of Vladimir Markin as member of the
Management Board from February 24, 2019.
2. Determine the Company’s Management Board to consist of six
members.
3. –
–
1. Recommend to the Company’s Board of Directors to make the
following decision:
"1.1. Approve the report on achievement of the Management
Board’s annual KPI for 2018 in accordance with Appendix 1
hereto.
1.2. Deem the KPI "Decrease in Operating Expenses (Costs), %"
for 2018 to have been achieved (subject to factors beyond control
of the management team).
2. Approve the payment of the annual bonus to members of the
Company’s Management Board based on the annual KPI
achievement in 2018 after the Company’s Board of Directors
approves the report on achievement of the Management Board’s
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Date and No. of
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Items Discussed
Decisions Taken
Minutes No. 131/85 of
April 18, 2019
On review of the results of the corporate governance practice
assessment and self-assessment of the Board of Directors’
performance.
Minutes No. 86 of
May 21, 2019
On recommendations to the Company’s Board of Directors on the
item: "Recommendations to the Annual General Meeting of
Shareholders regarding payment of remuneration to members of
the Board of Directors who are not public officers in the amount
set by the Company's internal regulations".
On recommendations to the Company’s Board of Directors on the
item: "Recognition of nominees to the Board of Directors
(members of the Board of Directors) as independent".
annual KPI for 2018".
Take under advisement the results of the corporate governance
practice assessment performed by the Internal Audit Service and
recommendations on improving the Company’s corporate
governance in accordance with Appendix 1 hereto.
Take under advisement the external assessment results and mark
positive changes in the assessments by independent experts.
Recommend to the Company’s Board of Directors to make the
following decision:
"Recommend to the Annual General Meeting of Shareholders to
adopt the following resolution:
Pay remuneration to members of the Board of Directors for the
time served between June 27, 2018 and June 28, 2019 in the
amount, within the timeframes, and in accordance with the
procedure set out in the Regulations on Payment of
Remunerations and Compensations to Members of RusHydro's
Board of Directors as approved by the Annual General Meeting of
Shareholders on June 26, 2017 (Minutes No. 16 of June 27,
2017)".
Recommend to the Company’s Board of Directors to make the
following decision on recognizing nominees to the Board of
Directors (members of the Board of Directors) as independent:
"Take under advisement the results of assessment of member of
the Board of Directors (candidate nominated for election to the
Company’s Board of Directors at the Annual General Meeting of
Shareholders in 2019), Maxim Bystrov, for compliance with the
independence criteria stipulated by Annex 4 to the Listing Rules of
the Moscow Exchange.
There is no relation between Maxim Bystrov and the Company, a
substantial shareholder, competitors, the state, or a municipal
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entity.
Maxim Bystrov meets the formal criteria of being related to the
Company's substantial counterparties, specifically JSC TSA,
JSC SO UES, JSC CFS and NP Market Council Training Center, as
the amount of obligations between the Company and each of the
above counterparties exceeds 2% of the book value of assets and
2% of the revenue of each counterparty.
Note that the abovementioned relation is formal and does not
affect Maxim 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:
JSC TSA (JSC Trading System Administrator of the Wholesale
Electricity Market) acts as a commercial operator of the wholesale
electricity and capacity market (the “wholesale market”) in
accordance with Clause 7 of Article 33 of Federal Law No. 35-FZ
On Electric Power Industry dated March 26, 2003 (the “Federal
Law on the Electric Power Industry”) and renders services to the
Company pursuant to the Agreement for Accession to the
Wholesale Market Trading System, whose terms and conditions
are binding on the parties. The commercial relations between the
Company and JSC TSA are based on the principle of non-
discriminatory access to the services of commercial infrastructure
organizations in the wholesale market (Article 20 of the Federal
Law on the Electric Power Industry) and the principle of
government 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);
JSC SO UES (JSC System Operator of the Unified Energy System)
acts as a system operator in accordance with Clause 1 of
Article 12 of the Federal Law on the Electric Power Industry and
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Decisions Taken
provides the Company with supervision and control services in the
electric power industry pursuant to the Agreement for Accession to
the Wholesale Market Trading System. The commercial relations
between the Company and JSC SO UES are based on the principle
of non-discriminatory access to supervision and control services in
the electric power industry (Clause 6 of Article 20 of the Federal
Law on the Electric Power Industry) and the principle of
government regulation of tariffs for supervision and control
services (Article 23.1 of the Federal Law on the Electric Power
Industry);
JSC CFS (JSC Center for Financial Settlements) is a commercial
infrastructure organization in the Russian wholesale electricity and
capacity market which supports a contractual framework and
financial settlements between market participants and helps the
Company calculate its claims and liabilities pursuant to the
Agreement for Accession to the Wholesale Market Trading System.
The Agreement was made 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 the Russian Government's Resolution
No. 1172 dated December 27, 2010.
The commercial relations between the Company and JSC CFS are
based on the principle of non-discriminatory access to the services
of commercial infrastructure organizations in the wholesale market
(Article 20 of the Federal Law on the Electric Power Industry). The
Supervisory Board of NP Market Council approves a uniform fee
for the service package provided by JSC CFS to all counterparties.
NP Market Council Training Center (Independent Non-Profit
Partnership of Continuing Professional Education NP Market
Council Training Center) operates under the auspices of NP Market
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Date and No. of
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Items Discussed
Decisions Taken
Council, an infrastructure organization in charge of the wholesale
and retail markets of electricity and capacity, and renders
educational and training services to the Company with a view to
promoting a robust electricity and capacity trading system in the
wholesale and retail markets.
In the light of continuous amendments to the wholesale market
regulations adopted by the Supervisory Board of NP Market
Council, the employees of the Company need to undergo training
at NP Market Council Training Center, the primary source of
information, to maintain a high level of knowledge in wholesale
market procedures and to obtain information on the actual and
planned changes in the wholesale market. The training contracts
between the Company and NP Market Council Training Center are
made on arm’s length terms.
Mr Bystrov’s track record in the Company’s Board of Directors
proves his ability to make independent, unbiased and well-
informed judgements, as Mr Bystrov’s opinion on items included in
the agenda of the Board of Directors and its committees is based
on his expertise and experience, is autonomous and independent,
and the decisions made by Mr Bystrov bring us to the conclusion
that his formal relation to the Company's substantial
counterparties, specifically JSC TSA, JSC SO UES, JSC CFS and
NP Market Council Training Center, does not affect his decision
making, with Mr Bystrov acting in the interests of the Company
and all its shareholders.
Based on Clause 2 of Section 2.18 of Annex 2 and Annex 4 to the
Listing Rules of the Moscow Exchange, recognize Maxim Bystrov
as an independent director".
Recommend to the Company’s Board of Directors to make the
following decision:
152
On recommendations to the Company’s Board of Directors on the
item: "Recommendations to the Annual General Meeting of
Date and No. of
Minutes
Items Discussed
Decisions Taken
Shareholders regarding approval of the new version of the
Regulations on Payment of Remunerations and Compensations to
Members of RusHydro's Board of Directors".
Minutes No. 87 of
May 27, 2019
On compliance of nominees to RusHydro's Board of Directors with
the independence criteria.
On analysis of professional qualification of nominees to the
Company's Board of Directors, presence or absence of a conflict of
interests with the Company, and development of
recommendations for the Company's shareholders regarding
voting on election of candidates to the Company's Board of
Directors.
"Recommend to the Annual General Meeting of Shareholders to
adopt the following resolution: Approve the new version of the
Regulations on Payment of Remunerations and Compensations to
Members of RusHydro’s Board of Directors as per the draft
included in the meeting materials".
"Approve results of the assessment of nominees to RusHydro’s
Board of Directors for compliance with the independence criteria
according to Annex 1."
The Nomination and Compensation Committee under the
Company's Board of Directors, upon preliminary assessment of
nominees to the Company's Board of Directors for compliance with
the criteria/recommendations defined by the Corporate
Governance Code recommended for implementation by the Bank
of Russia, the Corporate Governance Code of the Company
approved by decision of the Board of Directors of the Company
(Minutes No. 218 dated June 22, 2015), adopted the following
decisions:
1. All candidates nominated to the Board of Directors of the
Company have higher vocational education and are highly
professional and qualified:
- are recognized experts in energy, finance, law, strategic and
corporate governance, audit, risk management, HR, innovation
and investment, as well as production and R&D (the detailed
information is reflected in the appendix to the decision);
- have a track record of serving on boards of directors or in senior
positions at other joint-stock companies listed on organized
exchanges;
- have impeccable business and personal track record, sufficient
skills, expertise and experience to make decisions falling within the
Board of Directors’ remit and perform their responsibilities
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Decisions Taken
efficiently.
2. As of the nomination date, all nominees to the Company's
Board of Directors have no conflict of interest.
3. Nature of relations with the Company: are nominees to the
Company’s Board of Directors of the Company and members of
the Company's Board of Directors. Nominee to the Board of
Directors Mikhail Voevodin is the Company’s shareholder
(13,314 shares). Nominee to the Board of Directors
Nikolay Shulginov is the Chairman of the Management Board –
General Director of PJSC RusHydro.
4. Regarding the issue of election of members of the Board of
Directors at the Annual General Meeting of Shareholders for 2018,
the shareholders are advised to vote in such a way as to ensure a
balanced composition of the Board of Directors in terms of
experience, expertise and business competencies.
Recommend to the Company’s Board of Directors to make the
following decision:
“Approve the report on progress against the Action Plan (List of
Measures) for the Introduction of Professional Standards into
RusHydro's Operations in Q4 2018 and Q1 2019 (Appendix to the
Minutes).”
1. Pre-approve the report on performance of the Nominations and
Compensations Committee of RusHydro’s Board of Directors
for 2018-2019 corporate year (Appendix to the Minutes).
2. Recommend to the Company’s Board of Directors to approve
the report on performance of the Nominations and Compensations
Committee of RusHydro’s Board of Directors for 2018-2019
corporate year (Appendix to the Minutes).
Recommend to the Company’s Board of Directors to make the
following decision on the item “On recognizing a candidate to the
154
On recommendations to the Company’s Board of Directors on the
item: “On material matters for the Company: On review of report
on progress against the Action Plan (List of Measures) for the
Introduction of Professional Standards into RusHydro's
Operations”.
Minutes No. 88 of June 6,
2019
On preliminary approval of the report on performance of the
Nominations and Compensations Committee of RusHydro’s Board
of Directors for 2018-2019 corporate year.
Minutes No. 89 of
June 19, 2019
On recommendations to the Company’s Board of Directors on the
item: “On recognizing a candidate to the Company's Board of
Date and No. of
Minutes
Items Discussed
Directors as independent.”
Decisions Taken
Company's Board of Directors as independent":
1. "Take under advisement the information on results of the
assessment of Alexey Chekunkov, nominated to the Company's
Board of Directors for election at the Annual General Meeting of
Shareholders for 2019, for compliance with the independence
criteria stipulated by Annex 4 to the Listing Rules of the Moscow
Exchange.
There is no relation between Mr. Chekunkov and the Company, a
substantial shareholder or competitors.
Mr. Chekunkov meets the formal criteria of being related to:
- the state, as Mr. Chekunkov is Chief Executive Officer of the Far
East and Baikal Region Development Fund (the “Fund”) which is
controlled by the Russian Federation;
- a substantial counterparty of the Company — the Fund, as the
amount of obligations between the Company and the Fund under
the loan agreement exceeds 2% of the book value of assets and
2% of revenues of the Fund.
Note that Mr. Chekunkov's relationship with the state and the
substantial counterparty is formal and does not affect the ability of
Mr. Chekunkov to act at the Board of Directors in the interests of
the Company and all its shareholders for the following reasons:
- According to the Russian Government's Decree No. 607-r dated
March 30, 2019, Mr. Chekunkov was nominated by the Russian
Federation as an Independent Director; therefore, Mr. Chekunkov
has no obligation to vote in accordance with the directives of the
Russian Government (Clause 16 of the Russian Government's
Resolution No. 738 dated December 03, 2004);
- Mr. Chekunkov 's relationship with the state is formal, since his
employment relationship with the Fund does not influence the
adoption by Mr. Chekunkov of unbiased and independent
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Items Discussed
Decisions Taken
decisions, as the Russian Federation's control over the Fund is
indirect and is exercised through the State Development
Corporation VEB.RF, which is operated through governing bodies
typical of a commercial entity;
- Mr. Chekunkov's relationship with a substantial counterparty of
RusHydro is formal in view of the following.
On April 04, 2018 the Company (borrower) and the Fund (lender)
entered into an agreement on provision of financing (a special-
purpose loan) for the construction of off-site facilities of
Sakhalinskaya GRES-2 in accordance with the Russian
Government’s Resolution No. 1055 dated October 16, 2014 (the
“Project”). The loan provided by the Company shall be repaid and
reimbursed – the loan agreement is for up to RUB 5 bn at 5% per
annum maturing on June 25, 2026.
In addition, the loan was pre-approved by the Government Sub-
Commission for Implementation of Investment Projects in the Far
East and the Baikal Region (Minutes No. 3 dated December 25,
2017), as well as by the Board of Directors of the Fund (Minutes
No. 57 dated December 29, 2017), and by the Company's Board of
Directors as an interested-party transaction (Minutes No. 265
dated February 06, 2018, Mr. Chekunkov did not participate in the
voting on this issue).
As at December 31, 2018, the loan was disbursed in full
(RUB 5 bn), and the borrowed funds were used by the Company
to finance the Project through their transfer in the form of a loan
to RAO ES East, a subsidiary of the Company.
- Mr. Chekunkov track record in the Company’s Company’s Board
of Directors and committees in 2016-2018, proves his ability to
make independent, unbiased and well-informed judgements, as
Mr. Chekunkov’s opinion on items included in the agenda of the
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Items Discussed
Decisions Taken
Board of Directors and its committees is based on his expertise
and experience, is autonomous and independent, and the
decisions made by Mr. Chekunkov bring us to the conclusion that
his formal relation to the state did not affect his decision making,
with Mr. Chekunkov acting in the interests of the Company and all
its shareholders;
2. In order to increase transparency of the Company's operations,
establish a positive business reputation, support the current
positive expert opinion of the corporate governance system,
increase the percentage of independent directors on the Board of
Directors, ensure compliance of the Company's activities with the
recommendations of the Corporate Governance Code and internal
regulations of the Company, it is proposed to recognize Alexey
Chekunkov as an Independent Director.
Mr. Chekunkov has an impeccable business and personal
reputation and possesses the expertise, skills and experience
required to make decisions that fall within the remit of the
Company’s Board of Directors, are necessary for effective
performance of his functions and allow him, inter alia, to
participate in the work of various committees under the
Company's Board of Directors.
Since 2015, Mr. Chekunkov has been a member of the Committee
on Energy Development of the Far East under the Company's
Board of Directors. In 2016-2018, he was a member of the
Company's Board of Directors, the Committee on Reliability,
Energy Efficiency and Innovation and the Investment Committee
under the Company's Board of Directors. Mr. Chekunkov's long
track record with the Company's Board of Directors and the
Board’s Committee on Energy Development of the Far East is his
advantage, as Mr. Chekunkov possesses the relevant long-term
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Items Discussed
Decisions Taken
professional experience in the power industry, investments, as
well as extensive expertise in the Company's business, which
contribute to effective performance of the Company's Board of
Directors and its committees.
At the meetings of the Company’s Board of Directors and its
committees Mr. Chekunkov actively participated in discussions of
agenda items, expressing an unbiased and well-balanced position,
independent of the Company's management position, at voting
sessions; Mr. Chekunkov is responsible and proactive. In the
course of his participation in the Board of Directors and its
committees, Mr. Chekunkov has made a significant contribution to
the most important lines of business of the Company, including
priority projects for the construction of facilities in the Far East,
investment projects, and the innovation development program of
RusHydro Group.
In addition, Mr. Chekunkov has been CEO of the Far East and
Baikal Region Development Fund for a long period. He has
18 years of experience in the private equity sector. He held
management positions with the Russian Direct Investment Fund
(RDIF), A-1 (Alfa Group Consortium), Delta Private Equity (US-
Russia Investment Fund) and Alrosa Investment Group. He is a
member of the Supervisory Board at Alrosa. Mr. Chekunkov took
part in designing the main mechanisms and approaches for the
state system for management of the Far East development and
was one of the ideologists and creators of the Voskhod investment
system designed to raise capital for investment projects in the Far
East.
The track record described above, strong expertise in the
Company's operations, understanding of business processes,
possession of necessary professional competencies in finance,
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Items Discussed
Decisions Taken
Minutes No. 90 of
July 25, 2019
On recommendations to the Company’s Board of Directors on the
item: “On recognizing a member to the Company's Board of
Directors as independent.”
management and economics, use of the best corporate
governance practices in his work make Mr. Chekunkov's
experience significant for the Company.
3. Based on Clause 2, Section 2.18 of Annex 2, and Annex 4 of the
Listing Rules of the Moscow Exchange, recognize Alexey
Chekunkov as an independent director."
Recommend to the Company’s Board of Directors to make the
following decision on the item “On recognizing a member to the
Company's Board of Directors as independent”:
"Take under advisement the results of assessment of member of
the Board of Directors, Maxim Bystrov, for compliance with the
independence criteria stipulated by Annex 4 to the Listing Rules of
the Moscow Exchange.
Mr. Bystrov is not related to the Company, competitors or the
state.
Mr. Bystrov meet the formal criteria of being related to:
the Company's substantial counterparties, specifically JSC TSA,
JSC SO UES, JSC CFS and NP Market Council Training Center,
JSC Karachaevo-Cherkesskenergo, JSC Kabbalkenergo, as the
amount of obligations under the contracts between the Company
and each of the above counterparties exceeds 2% of the book
value of assets and 2% of the revenue of each
counterparty;
- a significant shareholder of the Company – the Russian
Federation,
as Mr. Bystrov is a member of the Board of Directors of more than
two entities controlled by the Russian Federation – PJSC Rosseti,
JSC SO UES, PJSC RusHydro.
Note that the relation to the Company’s substantial counterparts,
such as JSC TSA, JSC SO UES, JSC CFS and NP Market Council
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Items Discussed
Decisions Taken
Training Center, JSC Karachaevo-Cherkesskenergo,
JSC Kabbalkenergo, and the Company’s substantial shareholder is
formal and does not affect Maxim 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:
- According to the Russian Government's Decree No. 607-r dated
March 30, 2019, Mr. Bystrov was nominated by the Russian
Federation as an Independent Director,
therefore, Mr. Bystrov has no obligation to vote in accordance with
the directives of the Russian Government
(Clause 16 of the Russian Government's Resolution No. 738 dated
December 03, 2004);
- JSC TSA (JSC Administrator of the Trading System for the
Wholesale Electricity Market) acts as a commercial operator of the
wholesale electricity and capacity market (the “wholesale market”)
and renders services to the Company on arrangement of trade in
electric power and capacity on the wholesale market in accordance
with Clause 7 of Article 33 of Federal Law No. 35-FZ On Electric
Power Industry dated March 26, 2003 (the “Federal Law on the
Electric Power Industry”) pursuant to an Agreement for Accession
to the Wholesale Market Trading System, whose terms and
conditions are binding on the parties. The commercial relations
between the Company and JSC TSA are based on the principle of
non-discriminatory access to the services of commercial
infrastructure organizations in the wholesale market (Article 20 of
the Federal Law on the Electric Power Industry) and the principle
of government 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);
- JSC SO UES (JSC System Operator of the Unified Energy System)
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Decisions Taken
acts as a system operator in accordance with Clause 1 of
Article 12 of the Federal Law on the Electric Power Industry and
provides the Company with supervision and control services in the
electric power industry pursuant to the Agreement for Accession to
the Wholesale Market Trading System. The commercial relations
between the Company and JSC SO UES are based on the principle
of non-discriminatory access to supervision and control services in
the electric power industry (Clause 6 of Article 20 of the Federal
Law on the Electric Power Industry) and the principle of
government regulation of tariffs for supervision and control
services (Article 23.1 of the Federal Law on the Electric Power
Industry);
- JSC CFS (JSC Center for Financial Settlements) is a commercial
infrastructure organization in the Russian wholesale electricity and
capacity market which supports a contractual framework and
financial settlements between market participants and helps the
Company calculate its claims and liabilities pursuant to the
Agreement for Accession to the Wholesale Market Trading System.
The Agreement was made 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 the Russian Government's Resolution
No. 1172 dated December 27, 2010.
The commercial relations between the Company and JSC CFS are
based on the principle of non-discriminatory access to the services
of commercial infrastructure organizations in the wholesale market
(Article 20 of the Federal Law on the Electric Power Industry). The
Supervisory Board of NP Market Council approves a uniform fee
for the service package provided by JSC CFS to all counterparties.
- NP Market Council Training Center (Independent Non-Profit
161
Date and No. of
Minutes
Items Discussed
Decisions Taken
Partnership of Continuing Professional Education NP Market
Council Training Center) operates under the auspices of NP Market
Council, an infrastructure organization in charge of the wholesale
and retail markets of electricity and capacity, and renders
educational and training services to the Company with a view to
promoting a robust electricity and capacity trading system in the
wholesale and retail markets.
In the light of continuous amendments to the wholesale market
regulations adopted by the Supervisory Board of NP Market
Council, the employees of the Company need to undergo training
at NP Market Council Training Center, the primary source of
information, to maintain a high level of knowledge in wholesale
market procedures and to obtain information on the actual and
planned changes in the wholesale market. The training contracts
between the Company and NP Market Council Training Center are
made on arm’s length terms;
- JSC Karachaevo-Cherkesskenergo and JSC Kabbalkenergo are
the only guaranteed suppliers of electricity on their territory, which
purchase energy resources on the wholesale market and sell them
to any consumer, through public contracts concluded with them.
JSC Karachaevo-Cherkesskenergo and JSC Kabbalkenergo sell
electricity to the Company for administrative and general purposes
under agreements. The product is paid at the price and/or
in accordance with the pricing procedure established by federal
laws, other regulations in force at the time of payment, as well as
acts of authorized
government tariff regulators.
Mr Bystrov’s track record in the Company’s Board of Directors
proves his ability to make independent, unbiased and well-
informed judgements, as Mr Bystrov’s opinion on items included in
162
Date and No. of
Minutes
Items Discussed
Decisions Taken
Minutes No. 91 of
August 30, 2019
On approval of the Company's Senior Independent Director.
On election of the Secretary of the Nomination and Compensation
Committee of the Company's Board of Directors.
On election of the Deputy Chairman of the Nomination and
Compensation Committee of the Company's Board of Directors.
Minutes No. 92 of
September 19, 2019
On recommendations to the Company’s Board of Directors on the
item: “On approval of amendments to Calculation and Evaluation
Methodology for the Annual KPIs of RusHydro's Management
Board”.
Minutes No. 93 of
September 23, 2019
On conducting assessment of the Board of Directors’ performance
in 2019-2020 corporate year.
the agenda of the Board of Directors and its committees is based
on his expertise and experience, is autonomous and independent,
and the decisions made by Mr Bystrov bring us to the conclusion
that his formal relation to the Company's substantial
counterparties, substantial shareholder and the state, does not
affect his decision making, with Mr Bystrov acting in the interests
of the Company and all its shareholders.
Based on Clause 2, Section 2.18 of Annex 2, and Annex 4 of the
Listing Rules of the Moscow Exchange, recognize Maxim Bystrov
as an independent director."
"Approve Pavel Grachev, an independent member of the
Company’s Board of Directors, as the Senior Independent
Director."
"Elect Margarita Budkova as the Secretary of the Nomination and
Compensation Committee of the Company's Board of Directors."
"Elect Pavel Grachev as the Deputy Chairman of the Nomination
and Compensation Committee of the Company's Board of
Directors."
Recommend to the Company’s Board of Directors to make the
following decision: “Approve the amendments to Calculation and
Evaluation Methodology for the Annual KPIs of RusHydro's
Management Board according to Appendix 1 to this decision”.
1. "Determine that performance assessment of the Board of
Directors, elected at the Annual General Meeting of Shareholders
of the Company on June 28, 2019 (Minutes No. 18 of July 02,
2019), based on the performance in 2019-2020 corporate year,
shall be in the form of self-assessment.
2. The Company’s Corporate Secretary Natalya Kovaleva shall
ensure that self-assessment of the Company’s Board of Directors’
163
Date and No. of
Minutes
Items Discussed
Decisions Taken
Minutes No. 94 of
October 16, 2019
Minutes No. 95 of
November 28, 2019
Confidential.
On recommendations to the Company’s Board of Directors on the
item: “On material matters for the Company: On review of report
on progress against the Action Plan (List of Measures) for the
Introduction of Professional Standards into RusHydro's
Operations”.
On analysis of compliance of independent members of the
Company's Board of Directors with the independence criteria.
Minutes No. 96 of
December 19, 2019
On recommendations for RusHydro’s Board of Directors on the
item: “On approval of the annual KPIs for RusHydro’s Management
Board and their target values for 2020”
performance in 2019-2020 corporate year is conducted not later
than April 30, 2020."
–
Recommend to the Company’s Board of Directors to make the
following decision: “Approve the report on progress against the
Action Plan (List of Measures) for the Introduction of Professional
Standards into RusHydro's Operations in Q2 and Q3 2019
(Appendix to the Minutes)”.
Upon analysis of compliance of independent members of the
Company's Board of Directors with the independence criteria:
"Take under advisement the information on compliance of Pavel
Grachev, Vyacheslav Pivovarov, Maxim Bystrov and Alexey
Chekunkov with the independence criteria stipulated by Annex 4.1
to the Listing Rules of the Moscow Exchange, including
considering the decision of the Nomination and Compensation
Committee under the Company's Board of Directors dated May 27,
2019 (Minutes No. 87) and decisions of the Company’s Board of
Directors dated July 26, 2019 (Minutes No. 293 of July 29, 2019),
June 21, 2019 (Minutes No. 292 dated June 24, 2019) according
to the Appendix to this decision."
1. "Take take under advisement the analysis of the current
system of KPIs established for the members of the Company's
Management Board with regard to compliance with the
methodological recommendations on the application of KPIs for
business entities in which the share of the Russian Federation or a
region of the Russian Federation exceeds 50% of their authorized
capital, and performance indicators of state unitary enterprises for
determining remuneration of their management, approved by the
Russian Government’s Decree No. 1388-r dated June 27, 2019,
164
Date and No. of
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Items Discussed
Decisions Taken
presented in Appendix 1 to the Minutes."
2. Recommend to the Company’s Board of Directors to make the
following decisions:
2.1.
"Approve and put into effect from January 1, 2020:
New version of the Regulation on RusHydro's system of
2.2.
key performance indicators (the “Regulation”) in
accordance with Appendix 2 to the Minutes;
List of annual KPIs of RusHydro's Management
Board for 2020 according to Appendix 3 to the Minutes;
Target annual KPIs of RusHydro's Management
Board for 2020 according to Appendix 4 to the Minutes;
New version of the Calculation and Evaluation
Methodology for the Annual KPIs of RusHydro's
Management Board according to Appendix 5 to the
Minutes."
Approve:
Target KPIs under the fourth cycle of RusHydro's Long-
Term Incentive Plan for 2020-2022 according to
Appendix 6 to the Minutes;
Amendments to target KPIs under the second
cycle of RusHydro's Long-Term Incentive Plan for 2018-
2020 (Appendix 7);
Amendments to target KPIs under the third cycle
of RusHydro's Long-Term Incentive Plan for 2019-2021
(Appendix 8);
Amendments to the Calculation and Evaluation
Methodology for the Annual KPIs of RusHydro's Long-
Term Incentive Plan, approved by the decision of the
Company’s Board of Directors on December 26, 2017
(Minutes No. 264 of December 28, 2017) as amended on
February 19, 2019 (Minutes No. 283 of February 21,
2019), related to calculation of KPI "Total Shareholder
Return (TSR), %" according to Appendix 9 to the
Minutes."
165
Date and No. of
Minutes
Items Discussed
Decisions Taken
Calculate the KPIs under the second (2018-2020) and
2.3.
third (2019-2021) cycles of the Long-Term Incentive Plan based
on the Calculation and Evaluation Methodology for the Annual
KPIs of RusHydro's Long-Term Incentive Plan, approved by the
decision of the Company's Board of Directors dated December 26,
2017 (Minutes No. 264 dated December 28, 2017), considering
the amendments, including those specified in Clause 2.2 of the
Minutes.
STRATEGY COMMITTEE UNDER THE BOARD OF DIRECTORS
Issue Discussed
Decisions Taken
Date and No. of
Minutes
Minutes of (cid:21)(cid:24)(cid:17)(cid:19)(cid:20)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
124
On recommendations for the Company’s Board of Directors on the
item: "On the approval of the report concerning the results of
activity of the Strategy Committee under the Board of Directors of
RusHydro for H1 of the 2018—2019 corporate year."
On approval of the Programme of Works of the Strategy
Committee under the Board of Directors of RusHydro for H1 2019.
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:21)(cid:17)(cid:19)(cid:23)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
125
On recommendations for the Company’s Board of Directors on the
items:
On approval of the amended Regulation on RusHydro's Dividend
Policy.
To recommend that the Company’s Board of Directors adopt the
following resolution: "To approve the report concerning the results
of the activity of the Strategy Committee under the Board of
Directors of RusHydro for H1 of the 2018— 2019 corporate year
(Schedule 1)."
To approve the Programme of Works of the Strategy Committee
under the Board of Directors of RusHydro for H1 2019 (Schedule
2).
To recommend that the Company’s Board of Directors adopt the
following resolution:
1. To approve the amended Regulation on the Company's
Dividend Policy according to the schedule (Schedule 1 hereto).
2. To take under advisement the information related to factors
affecting the pricing of RusHydro stock which was analyzed in
accordance with the instruction of the Board of Directors (Minutes
No. 284 dated March 26, 2019), as well as the implemented
measures aimed at stock price growth.
On recommendations for the Company’s Board of Directors on the To recommend that the Company’s Board of Directors adopt the
166
Date and No. of
Minutes
Issue Discussed
Decisions Taken
items:
On the prolongation of the grace period on a loan to DGK JSC,
provided as part of the implementation of a forward transaction
with VTB Bank (PJSC).
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:28)(cid:17)(cid:19)(cid:23)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
126)
On the implementation of RusHydro Group's Long-term
Development Program for 2018.
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:19)(cid:26)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
127
On recommendations for the Company’s Board of Directors on the
item: "On the consideration of matters of significance to the
Company: "On the creation of a General Service Center performing
accounting and tax accounting functions and generation of reports
in RusHydro Group"."
On recommendations for the Company’s Board of Directors on the
item: "On approval of amendments to the Decision on the
additional issue of the Company's securities."
On recommendations for the Company’s Board of Directors on the
item: "On approval of amendments to the Company's Securities
Prospectus."
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:26)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
128
On recommendations for the Company’s Board of Directors on the
item: "On approval of the report concerning the results of activity
of the Strategy Committee under the Board of Directors of
following resolution:
"For the purpose of stabilizing the financial and economic position
of JSC FEGC, to approve the prolongation until March 27, 2021,
(inclusive) of the grace period for the payment of accrued interest
by JSC FEGC determined under clause 1.2 of the resolution of the
Board of Directors dated December 26, 2016 (Minutes No. 246
dated December 27, 2016)."
1. To take into consideration the Report on RusHydro Group's
Long-term Development Program for 2018 according to Schedule
1 hereto (hereinafter, "the Report").
2. To recommend that the Company's Executive Management
include the Report in the Company's Annual Report for
consideration by the Annual General Meeting of Shareholders on
the results of 2018.
To recommend that the Company’s Board of Directors adopt the
following resolution: "To approve the creation of a General Service
Center performing accounting and tax accounting functions and
generation of reports in RusHydro Group based at JSC
HydroEngineering Siberia."
To recommend that the Company’s Board of Directors adopt the
following resolution: "To approve amendments in the Decision on
the additional issue of securities of RusHydro (ordinary shares) in
accordance with Schedule 1 hereto."
To recommend that the Company’s Board of Directors adopt the
following resolution: "To approve amendments in the Prospectus
on the additional issue of securities of RusHydro (ordinary shares)
in accordance with Schedule 2 hereto."
To recommend that the Company’s Board of Directors adopt the
following resolution: To approve the report concerning the results
of the activity of the Strategy Committee under the Board of
167
Issue Discussed
Decisions Taken
Date and No. of
Minutes
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:21)(cid:19)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
129
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:24)(cid:17)(cid:19)(cid:27)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
130
RusHydro for the 2018—2019 corporate year."
1. On recommendations for the Company’s Board of Directors on
the item: "On determining the priority areas of the Company's
activities: On the consideration of the Electrical Power
Development Program to ensure advanced economic growth in the
Far Eastern Federal District."
On election of the Deputy Chairman of the Strategy Committee.
On approval of the Program of Works of the Strategy Committee
for the 2nd half of 2019.
On election of the secretary of the Strategy Committee.
On recommendations for the Company’s Board of Directors on the
item: "On Amendments to the Long-Term Development Program
of the RusHydro Group for the period of 2018 to 2022."
Directors of RusHydro for the 2018—2019 corporate year
(Schedule 1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
"To take the Electrical Power Development Program under
advisement to ensure advanced economic growth in the Far
Eastern Federal District (Schedule 1)."
To elect Member of the Management Board and First Deputy
General Director of RusHydro D. I. Rizhinashvili as Deputy
Chairman of the Strategy Committee under the Board of Directors
of RusHydro.
To approve the Program of Works of the Strategy Committee for
the 2nd half of 2019 (Schedule 1).
To elect Chief Expert of the Strategy and IR Department P. V.
Krasovskaya as the Secretary of the Strategy Committee under the
Board of Directors of RusHydro.
To recommend that the Company’s Board of Directors adopt the
following resolution: "Pursuant to the directives of the Government
of the Russian Federation No. 10068p-P13 dated December 6,
2018 and in accordance with the decision of the Board of Directors
of the Company 'On the transition of the Company to the
predominant use of domestic software, 16 to approve amendments
to the Long-Term Development Program of RusHydro Group for
the period of 2018 to 20222 in terms of the section
'Implementation of Intelligent Systems and Digital Technologies'
according to Schedule 2 to this resolution."
To recommend that the Company’s Board of Directors adopt the
168
Minutes of (cid:21)(cid:22)(cid:17)(cid:19)(cid:27)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
131
On recommendations for the Company’s Board of Directors on the
item: "On termination of the Company's participation in
16 Minutes of (cid:21)(cid:26)(cid:17)(cid:20)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:27)(cid:3)(cid:569)(cid:3)(cid:21)(cid:27)(cid:20)
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Technopark Rumyantsevo JSC."
On the merger of RusHydro Group energy companies located in
the Kamchatka Territory:
On recommendations for the Board of Directors on the items: "On
the participation and termination of the participation of RusHydro
in other entities."
following resolution: "To terminate the Company's participation in
the authorized capital of Technopark Rumyantsevo JSC in
accordance with the Program for the Alienation of NonCore Assets
of RusHydro."
2.1.1. To recommend that the Company’s Board of Directors
adopt the following resolution: "1. To approve the termination of
the participation of RusHydro in Geotherm JSC as a result of the
reorganization of Geotherm JSC in the form of merger into
Kamchatskenergo PJSC."
2.1.2. To recommend that the Company’s Board of Directors
adopt the following resolution: "To approve the termination of the
participation of RusHydro in KamGEK PJSC as a result of the
reorganization of KamGEK PJSC in the form of merger into
Kamchatskenergo PJSC."
2.1.3 To recommend that the Company’s Board of Directors adopt
the following resolution: "To approve the participation of
RusHydro in the authorized capital of Kamchatskenergo PJSC as a
result of the reorganization of Kamchatskenergo PJSC in the form
of the merger of Geotherm JSC and KamGEK PJSC into it.
The share of RusHydro in the authorized capital of
Kamchatskenergo PJSC before reorganization is 0%.
The share of RusHydro Group in the authorized capital of
Kamchatskenergo PJSC before reorganization is 98.7%.
The share of RusHydro in the authorized capital of
Kamchatskenergo PJSC after reorganization is not less than
13.89%.
The share of RusHydro Group in the authorized capital of
169
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Confidential.
On recommendations for the Company’s Board of Directors on the
item: "On the consideration of matters of significance to the
Company: 'On updating the Innovation Development Program of
RusHydro Group.'"
On recommendations for the Company’s Board of Directors on the
item: "On termination of the Company's participation in the
authorized capital of Bank of Cyprus Holdings Public Limited
Company."
Kamchatskenergo PJSC after reorganization is not less than
98.53%."
-
To recommend that the Company’s Board of Directors adopt the
following resolution:
"1.1. To take into account the report on comparison of the level of
technological development and the values of key performance
indicators of the RusHydro Group's innovation activity with the
level of development and indicators of the leading peer companies
(hereinafter referred to as the Report, the Comparison), revised
with due regard to the conclusions on the report submitted by the
Ministry for Economic Development of the Russian Federation and
the Ministry of Energy of the Russian Federation (Schedule 1).
1.2. To approve the proposals for improving the quality of
preparation and implementation of the RusHydro Group
Innovation Development Program (Schedule 2) prepared based on
the results of the Comparison, when updated.
1.3. To entrust the Chairman of the Management Board and
General Director of the Company, N. G. Shulginov, with ensuring
the development of an updated Innovation Development Program
of RusHydro Group for 2020 to 2024 in accordance with the
proposals pursuant to Schedule 2 to the Minutes and forwarding it
for approval to the relevant federal executive bodies (Russian
Ministry for Economic Development, Russian Ministry of Energy,
Russian Ministry of Education and Science, and Russian Ministry
for Development of Russian Far East) by December 31, 2019."
To recommend that the Company’s Board of Directors adopt the
following resolution: "To terminate the Company's participation in
the authorized capital of Bank of Cyprus Holdings Public Limited
Company in accordance with the Program for the Alienation of
170
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Company’s Board of Directors on the
item: "On preliminary approval of transactions with shares of
organizations in which the Company participates."
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:21)(cid:22)(cid:17)(cid:19)(cid:27)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
132)
Minutes of 11.10.2019 (cid:569)(cid:3)
133
Confidential.
On recommendations for the Company’s Board of Directors on the
item: "On progress in the implementation of RusHydro Group's
Long-term Development Program in H1 2019."
On recommendations for the Company’s Board of Directors on the
item: "On amendments to RusHydro Group's Long-Term
Development Program."
Non-Core Assets of RusHydro."
To recommend that the Company’s Board of Directors adopt the
following resolution: "1. To approve transactions for the sale of
sixteen thousand six hundred forty-one (16,641) ordinary shares
of Bank of Cyprus Holdings Public Limited Company at exchange
trading.
The share of participation of the Company in Bank of Cyprus
Holdings Public Limited Company before alienation is
0.003729494%.
The share of participation of the Company in Bank of Cyprus
Holdings Public Limited Company after alienation is up to 0%.
2.
Bank of Cyprus Holdings Public Limited Company based on the
current market price of the shares of Bank of Cyprus Holdings
Public Limited Company formed on the day of sale on the London
Stock Exchange."
-
To determine the sale price of 16,641 ordinary shares of
To recommend that the Company’s Board of Directors adopt the
following resolution: "To take into account the information on the
progress in the implementation of RusHydro Group's Long-Term
Development Program in H1 2019 as per Schedule 1 to this
Resolution."
To recommend that the Company’s Board of Directors adopt the
following resolution: "To approve amendments to the list, target
values, and methods of calculating and evaluating key
performance indicators of RusHydro Group's Long-Term
Development Program1 in accordance with the adjustment by the
Board of Directors of the Company of the list, target values, and
methods of calculating and evaluating key performance indicators
171
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Minutes of 16.10.2019 (cid:569)(cid:3)
134
On recommendations for the Company’s Board of Directors
concerning: "On the consideration of matters of significance to the
Company: On measures for refinancing the debt of RAO Energy
Systems of the East Holding companies."
In order to streamline the terms of the non-
of members of the Management Board and the Long-term
Motivation Program of the Company (Minutes of the Board of
Directors of the Company No. 283 dated February 21, 2019, No.
295 dated September 23, 2019, No. 296 dated September 25,
2019) (Schedule 2 to this Resolution)."
To recommend that the Company’s Board of Directors adopt the
following resolution:
1.
deliverable forward contract (hereinafter referred to as the
Forward) concluded between the Company and VTB Bank (PJSC)
in respect of 55,000,000,000 (Fifty-five billion) ordinary shares of
PJSC RusHydro and formalized in the Confirmation of a Non-
Deliverable Forward Transaction for Shares dated March 3, 2017
(hereinafter referred to as the Confirmation) in accordance with
the Master Agreement on Derivatives Transactions in the
Financial Markets dated March 3, 2017, to approve the conclusion
of a supplementary agreement to the Confirmation providing for
the following amendments to the essential terms of the Forward:
1.1.
Reduction of the forward rate by 0.5 (five-tenths)
percentage points.
1.2.
cannot demand early performance of the obligations under the
Forward in full by twelve (12) months.
1.3.
Entitlement of VTB Bank (PJSC) to unilaterally extend the
Forward term no more than three (3) times and in aggregate no
more than up to March 3, 2025, inclusive, by sending a written
notice to the Company.
2.
To consider this resolution to be also the approval of
a derivative transaction in accordance with Subclause 25, Clause
12.1 of the Company's Articles of Association and the Borrowing
Policy Regulation of the Company approved by the decision of the
Company's Board of Directors dated July 29, 2010 (Minutes No.
104 dated August 2, 2010).
Prolongation of the period during which the Company
172
Date and No. of
Minutes
Issue Discussed
Decisions Taken
3.
For the purpose of collaboration aimed at increasing
the selling price of shares of RusHydro as part of the Forward, to
approve the conclusion of an agreement on the provision of
financial and consulting services (hereinafter, the Agreement) on
the following essential terms:
Parties to the Agreement:
Customer: PJSC RusHydro;
Contractor: VTB Capital JSC.
Subject of the Agreement:
To provide services and assistance to the Customer as part of
analysis and measures for the implementation of strategic
initiatives aimed at increasing the market value of the Customer’s
shares, including as part of the implementation of the RusHydro
Group Value Increase Plan for the period up to 2021, as well as
for the implementation of the transaction for the sale of
Customer’s shares in the total amount of 55,000,000,000 (Fifty-
five billion) ordinary shares owned by VTB Bank (PJSC) for the
purposes of final settlement of the Forward (hereinafter, the
“Transaction”).
Price of the Agreement:
Five percent (5%) of the amount of the excess of the price for
the sale of one (1) share as a result of the Transaction over one
ruble and thirty-five thousandths (1.035), multiplied by the
number of shares that are the subject of this Transaction, but not
more than seven hundred million (700,000,000) rubles.
Period of Validity of Agreement:
The Agreement shall be valid from the moment of its execution
until the earlier of the following dates: a) the date of completion
of the Transaction; b) the date falling 36 months from the date of
execution of the agreement; or (c) the date of early termination
173
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Minutes of 28.11.2019 (cid:569)(cid:3)
135/144
On recommendations for the Company’s Board of Directors on the
item: On determining the position of the Company regarding the
agenda items of the management bodies of JSC Hydroinvest: “On
the execution by JSC Hydroinvest of a transaction for the
alienation of shares in its subsidiary CJSC MEK that produces
electricity."
of the agreement by any Party upon prior written notice to the
other Party.
Additional terms:
The Customer undertakes to compensate the Contractor for
property losses actually incurred and documented by VTB Capital
JSC in connection with the Transaction which arose out of any
claims, actions, demands, requests or investigations from any
third parties with regard to the Contractor or its affiliates, as well
as any proceedings relating to such claims. However, property
losses that occurred mainly through the fault of the Contractor, as
established by a final court judgment, will be excluded from the
amount of compensation. The amount of losses compensable by
the Customer may not exceed the Price of the Agreement.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To instruct the representatives of the Company in the
management bodies of JSC Hydroinvest, with regard to the item
“On the execution by JSC Hydroinvest of a transaction for the
alienation of shares in its subsidiary CJSC MEK that produces
electricity,” to vote “FOR” the adoption of the following resolution:
1. To approve the termination of participation of JSC
Hydroinvest (the company controlled by PJSC RusHydro) in CJSC
MEK by selling 527,085 ordinary registered uncertified shares in
CJSC MEK at the price determined by the Board of Directors of JSC
Hydroinvest based on the valuation report, but not lower than the
carrying value, with cash payment.
The compulsory condition for the alienation of shares in
CJSC MEK is the termination of the surety agreement dated
January 30, 2013, concluded between PJSC RusHydro and the
European Bank for Reconstruction and Development and the
174
Date and No. of
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Issue Discussed
Decisions Taken
surety agreement dated May 15, 2013, concluded between PJSC
RusHydro and the Asian Development Bank.
2. To implement the decision in clause 1, to approve the
conclusion of a sale and purchase agreement (the "Agreement")
on the following conditions and terms (method for their
determination):
Parties to the Agreement:
Seller: Joint-Stock Company Hydroinvest
Buyer: the persons who have the preemptive right to
acquire shares in CJSC MEK in accordance with the legislation of
the Republic of Armenia or, if they refuse to acquire shares or do
not exercise their preemptive right, Open Joint-Stock Company
Hrazdan Energy Company (RazTES) (Republic of Armenia)
Subject Matter of the Agreement:
The Seller shall transfer to the Buyer the ownership of
527,085 ordinary uncertified shares in CJSC MEK with a par value
of 1,000 Armenian drams each (the "Shares"), and the Buyer shall
accept them and pay for them.
Price of the Agreement:
The value of the alienated shares is determined by the
Board of Directors of JSC Hydroinvest based on the valuation
report, but not lower than the carrying value, which is RUB
172,961,972 for 527,085 shares (the "Stock Value") as of
September 30, 2019. The payment for the Shares shall be made in
cash.
Other conditions for the alienation of the Shares:
(cid:520). Ownership of the Shares shall be transferred to the
Buyer after all the following conditions are met:
Signing a loan agreement between CJSC MEK and the
new lending bank (on material terms in accordance
175
Date and No. of
Minutes
Issue Discussed
Decisions Taken
with Appendix 1 to this Resolution) to fully refinance
the debt to the European Bank for Reconstruction
and Development (the "EBRD") and the Asian
Development Bank (the "ADB") (EBRD and ADB
collectively, the "Lending Banks") under the loan
agreement dated December 21, 2012, and under the
loan agreement dated May 13, 2013 (the "Loan
Agreements"), on the conditions agreed upon by the
Buyer and Ardshinbank CJSC
Obtaining by CJSC MEK of the consent of the Public
Services Regulatory Commission of the Republic of
Armenia to signing a share pledge agreement and an
immovable property pledge agreement in favor of the
new lending bank
Termination of the suretyships of PJSC RusHydro for
the obligations of CJSC MEK under the Loan
Agreements stipulated by the surety agreement dated
January 30, 2013, concluded between PJSC RusHydro
and the European Bank for Reconstruction and
Development and the surety agreement dated May
15, 2013, concluded between PJSC RusHydro and the
Asian Development Bank pursuant to the full debt
repayment by CJSC MEK under the Loan Agreements
Failure to use the preemptive right to acquire the
Shares within the established time period or refusal to
use the preemptive right to acquire the Shares by the
minority shareholder of CJSC MEK and by CJSC MEK
itself (in case of the sale of the Shares to the Open
Joint-Stock Company Hrazdan Energy Company
(RazTES))
The Seller shall provide the Buyer with
representations for the most significant potential risks listed in
Appendix 2 to this Resolution.
b.
3. To establish that the stake of JSC Hydroinvest in CJSC
176
Date and No. of
Minutes
Issue Discussed
Decisions Taken
MEK before the alienation of the Shares is 90.00%, and after the
alienation of the Shares, 0.00%."
INVESTMENTS COMMITTEE UNDER THE BOARD OF DIRECTORS
Issue Discussed
Decisions Taken
Date and No. of
Minutes
Minutes of 19.02.2019 (cid:569)(cid:3)
112
On recommendations for the Company’s Board of Directors
concerning: Approval of the report on the performance results of
the Investment Committee under the Board of Directors of
RusHydro for H2 2018.
On recommendations for the Company’s Board of Directors
concerning: Consideration of matters of significance to the
Company.
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:21)(cid:24)(cid:17)(cid:19)(cid:22)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
113
On recommendations for the Company’s Board of Directors on the
item "On the Draft Consolidated Investment Program of RusHydro
Group for 2020–2024 and for 2019 (adjustment) and the Draft
Investment Program of RusHydro for 2020– 2029 and for 2019
(adjustment)"
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report of the Chairman of the Investment
Committee under the Board of Directors of RusHydro for H2 2018
(Appendix 1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the target values for the KPI "Earnings (profit) per
share (EPS)" of the first cycle for 2017–2019, of the second cycle
for 2018–2020, and of the third cycle for 2019–2021 (Appendices
2–4).
To recommend that the Company’s Board of Directors adopt the
following resolutions:
1.
RusHydro for 2020–2024 and for 2019 (adjustment) (Schedules
1.1a, 1.1b, and 1.1c hereto) and the sources of their financing
(Schedule 1.1d hereto) under advisement.
2.
of RusHydro for 2020–2029 and draft amendments to the
Investment Program of RusHydro for 2019–2028 approved by
Order of the Ministry of Energy of Russia (Minenergo) No. 6@
dated October 22, 2018 (Schedules 1.2a, 1.2b, and 1.2c hereto),
to ensure that information disclosure is compliant with Regulation
To take the Draft Consolidated Investment Program of
To preapprove the Draft Consolidated Investment Program
177
Date and No. of
Minutes
Issue Discussed
Decisions Taken
of the Government of the Russian Federation No. 24 dated January
21, 2004, "On Approval of Standards for Information Disclosure by
Wholesale and Retail Electricity Market Participants."
3.
To instruct Chairman of the Management Board and
General Director N. G. Shulginov to send the approved Draft
Investment Program of RusHydro for 2020– 2029 and the draft
amendments to the Investment Program of RusHydro for 2019–
2028 approved by Order of the Ministry of Energy (Minenergo) of
Russia No. 6@ dated October 22, 2018, in accordance with the
procedure established by Decree of the Government of the Russian
Federation No. 977 dated December 1, 2009, "On Investment
Programs of Electrical Energy Industry Participants" ("Decree No.
977").
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report on the public technology and pricing audit
of RusHydro's 2018 investment projects, with the results of a
consolidated analysis of the audits and with the findings of public
and expert discussions (Schedules 2.1, 2.2).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the list of investment projects implemented and
scheduled for implementation under the RusHydro investment
program for conducting a public technology and pricing audit in
2019–2020 according to Schedule 3 hereto.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To decide that the sole executive body of the Company may enter
into transactions (including several related transactions), without
the prior consent of the Company's Board of Directors, under
178
On recommendations for the Company’s Board of Directors on the
item "On approval of a report on the public technological and price
audit of investment projects for 2018, which contains the results
of a consolidated analysis of the audits and conclusions based on
the results of public and expert discussion"
On recommendations for the Company’s Board of Directors on the
item "On approval of the list of RusHydro investment projects for
the public technological and price audit in 2019–2020"
On recommendations for the Company’s Board of Directors on the
item "On determining cases when the Company may execute
transactions related to release from liabilities to itself or to a third
party without the prior approval of the Company's Board of
Directors: waiver by the Company of the rights under a bank
Date and No. of
Minutes
Issue Discussed
Decisions Taken
guarantee and/or signing by the Company of an agreement to
terminate a guarantor's liabilities under a bank guarantee"
On recommendations for the Company’s Board of Directors on the
item "Financing of the project 'Construction of two single-chain
100 kV overhead power lines Pevek – Bilibino' (construction stage
2)"
The principal liability guaranteed by the terminated bank
which the Company waives its rights under a bank guarantee,
and/or under which the Company consents to release a guarantor
under a bank guarantee from its liabilities in the following cases:
-
The Company receives a new bank guarantee (issued by
the same or by a new guarantor), or another valid bank guarantee
(issued by the same or by a new guarantor) is amended to ensure
the fulfillment of the principal liability that was previously
guaranteed by the terminated bank guarantee.
In connection with a change in the principal liability, the
-
Company receives a new bank guarantee (issued by the same or
by a new guarantor), or another valid bank guarantee (issued by
the same or by a new guarantor) is amended to ensure the
fulfillment of the changed principal liability.
-
guarantee is fulfilled.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To instruct Chairman of the Management Board and General
Director of the Company N. G. Shulginov to grant an intragroup
loan to JSC Chukotenergo (with the possibility of subsequent
capitalization) to ensure the financing of the design documentation
for the priority project "Construction of two single-chain 110 kV
overhead power lines Pevek – Bilibino" (construction stage 2) (the
"Project") under the following material terms and conditions:
Parties to the Agreement:
The Borrower: JSC Chukotenergo
The Lender: RusHydro
Subject of the Agreement:
The Lender shall issue funds (loan amount, loan) to the Borrower,
and the Borrower undertakes to repay the loan to the Lender.
179
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Maximum loan amount:
RUB 211,740,000.00
Loan repayment period:
The parties shall determine the loan repayment schedule by March
1, 2020, by way of signing a supplementary agreement to the
Agreement.
Until the loan repayment schedule is determined, the loan shall be
repaid at call within five business days from the moment of
delivery to the Borrower of the Lender's notice of loan repayment,
but in any case no later than on December 28, 2027.
Interest rate for using the Loan Amount:
0% per annum
The Loan's intended use:
Financing of working capital to cover the expenses for the
preparation of design documentation for the Project.
Loan terms and conditions:
Nonrevolving tranches based on the request of the Borrower.
Terms and conditions for early repayment of the Loan:
The Lender shall have the right to demand early repayment of the
Loan from the Borrower.
The Borrower shall have the right to repay the loan early in part or
in full.
To recommend that the Company’s Board of Directors adopt the
following resolutions:
To instruct Chairman of the Management Board and General
Director of the Company N. G. Shulginov to arrange for the
following:
1.
Improvement of the Company's Procurement Quality (the
"Program"), which shall include the following:
Development and approval of the Program for
180
On recommendations for the Company’s Board of Directors on the
item "On the matters of significance to the Company: on
development of a program to improve procurement quality"
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Publication of information about the execution of
The Program assessment procedure and performance
Dissemination of Program actions to organizations under
(cid:0)
indicators, taking into account the level of competition in
procurements, as specified in Schedule 6.1 hereto
Actions to assess and improve the qualification of
(cid:0)
personnel, both those directly involved in procurement and those
responsible for identifying the client's specific need, and
performance of agreements and payments under agreements by
April 1, 2019.
2.
Company control, as specified in Schedule 6.2 hereto
3.
Directives of the Government of the Russian Federation No.
1519p-P13 together with electronic copies of support documents
on the Interdepartmental State Property Management Portal by
April 3, 2019
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report on execution of the Business Plan of the
Company for the year 2018 (including the report on execution the
Investment Program, including the Complex Modernization
Program for Generating Facilities, for the year 2018) (Schedule 7).
To recommend that the Board of Directors of RusHydro adopt the
following resolution:
To approve the Report on the Implementation of the Consolidated
Business Plan (including the consolidated Investment Program and
the action plan for the optimization of costs based on the results of
an external independent cost audit at RusHydro, including its
subsidiaries) of RusHydro Group for 2018 according to Schedule 8
hereto.
To recommend that the Company's Board of Directors adopt the
181
On recommendations for the Company’s Board of Directors on the
item "On execution of the Business Plan of the Company for 2018
(including the report on the execution of the Investment Program,
including the Complex Modernization Program for Generating
Facilities for 2018)"
On recommendations for the Company’s Board of Directors on the
item "On approval of the report on the implementation of the
consolidated Business Plan (including the consolidated Investment
Program) of RusHydro Group for 2018"
On recommendations for the Board of Directors of RusHydro
Date and No. of
Minutes
Issue Discussed
Decisions Taken
concerning the item: "On approval of the report on the
achievement of the Company's (the Management Board
members') key performance indicators"
On recommendations for the Company’s Board of Directors on the
item "On approval of the report on the fulfillment of the Annual
Complex Procurement Program of the Company for 2018"
On approval of the Action Plan of the Investment Committee
under the Board of Directors of RusHydro for H1 2019
Recommendations for the Company’s Board of Directors
concerning: Recommendations for the Annual General Meeting of
Shareholders of the Company concerning: Payment of dividends,
periods and form of payment of dividends based on the results of
operations in 2018, and establishment of the date as of which the
persons entitled to dividends are determined.
Minutes of (cid:21)(cid:20)(cid:17)(cid:19)(cid:24)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
114 (in the form of joint
presence)
Recommendations for the Company’s Board of Directors
following resolution:
1. To approve the report on the achievement of the Company
Management Board Members' annual key performance indicators
for 2018 according to Schedule 9.1 hereto.
2. To deem the KPI "Reduction of operating expenses (costs), %"
for 2018, calculated with due regard to factors that are beyond the
control of the Company's management, to have been achieved.
To recommend that the Company’s Board of Directors adopt the
following resolution:
Approve the report on the fulfillment of RusHydro's Annual
Complex Procurement Program for 2018 (Schedule 10).
Approve the Program of Works of the Investment Committee
under the RusHydro Board of Directors for H1 2019 (Schedule 11).
Recommend that the Board of Directors adopt the following
resolution:
Recommend that the annual General Meeting of Shareholders of
the Company adopt the following resolution:
Pay dividends on ordinary shares of the Company according to the
results of 2018 in the amount of RUB 0.0367388 per one share.
Form of payment of dividends: monetary.
Establish July 9, 2019 (the 11th day from the date of the
resolution to pay dividends) as the date on which the persons
entitled to receive dividends shall be determined.
The dividend payment period for a nominee holder or beneficial
owner who is a securities market professional registered in the
Company's shareholder register shall not exceed 10 business days,
and for other persons registered in the Company's shareholder
register it shall not exceed 25 business days from the date when
the persons entitled to dividends are determined.
Recommend that the Board of Directors adopt the following
182
Date and No. of
Minutes
Issue Discussed
Decisions Taken
concerning: Recommendations for the Annual General Meeting of
Shareholders of the Company concerning: Approval of distribution
of the Company's profits based on the results of 2018.
Consideration of information on the reasons for the growth of the
debt burden of Holding RAO ES of EAST.
Minutes of (cid:20)(cid:19)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
115
On recommendations for the Board of Directors of RusHydro
concerning the item: "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 Complex
Modernization Program for Generating Facilities, for Q1 2019)."
On recommendations for the Board of Directors of RusHydro
concerning the item: "On approval of the report on the fulfillment
of the Annual Complex Procurement Program of the Company for
Q1 2019."
resolution:
Preliminarily approve and recommend to the Annual General
Meeting of Shareholders of the Company to approve the following
allocation of profits of the Company based on the results of 2018:
Retained earnings (losses) for the reporting
period
Distribute to: The reserve fund
Development of the Company
Dividends
(million rubles)
36,725.6
1,836.3
18,970.8
15,918.5
Take into consideration the information on the reasons for
1.
the growth of the debt burden of Holding RAO ES of EAST in
accordance with Appendix 1 to this resolution and bring the report
on the results of the analysis to the Chairman of the Board of
Directors of RusHydro Yu. P. Trutnev.
Recommend to the Management Board of RusHydro to
2.
continue work on optimizing the debt burden of the RusHydro
Group.
To recommend that the Board of Directors of RusHydro adopt the
following resolution:
To approve the report on the interim results of the fulfillment 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 1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
"To approve the Report on the Achievement of the Key
Performance Indicators of RusHydro for Q1 2019 (Schedule 2)."
183
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Board of Directors of RusHydro
concerning the item: "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)."
On recommendations for the Board of Directors of RusHydro
concerning the item: "On the progress of implementation of the
investment project 'Construction of two single-circuit OHLs 110 kV
Pevek-Bilibino (construction phase No. 1)'."
To recommend that the Company’s Board of Directors
To instruct the Chairman of the Management Board and
1.
adopt the following resolution:
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) when
carrying out 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.
General Director of the Company N. G. Shulginov:
2.1.
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.
To publish information about the execution of
2.2.
Directives of the Government of the Russian Federation No.
4111p-p13 dated May 8, 2019, along with electronic copies of the
supporting documents on the Interdepartmental State Property
Management Portal by July 10, 2019."
To recommend that the Company’s Board of Directors adopt the
following resolution:
To take note of the information on the implementation of the
investment project "Construction of two single-circuit 110 kV OHLs
Pevek-Bilibino" (construction stage No. 1) according to Schedule 3
to this decision.
To notify controlled organizations that have
184
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Board of Directors of RusHydro
concerning the item: "On the approval of the report concerning
the results of activity of the Investment Committee of the Board of
Directors of RusHydro for corporate year 2018 —2019".
On electing the Deputy Chairperson of the Investment Committee
of the Company's Board of Directors.
Minutes of (cid:20)(cid:25)(cid:17)(cid:19)(cid:28)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
116
Minutes of 18.09.2019
(cid:569)(cid:3)(cid:20)(cid:20)(cid:26)(cid:3)(cid:11)in the form of
joint presence)
On electing the Secretary of the Investment Committee of the
Company's Board of Directors.
On approval of the Program of Works of the Investment
Committee under the Board of Directors of RusHydro for H2 2019
On recommendations for the Company’s Board of Directors on the
item: On the interim results of the fulfillment of the Company's
Business Plan for 2019 considering the actual results for H1 2019
(including the report on the fulfillment of the Investment Program,
among other things, the Complex Modernization Program for
Generating Facilities for H1 2019).
On recommendations for the Company’s Board of Directors on the
item: On the adjustment of the Company's business plan for
2019–2023 insofar as it relates to the Investment Program of
RusHydro for 2019.
To approve the report concerning the results of activity of the
Investment Committee of the Board of Directors of RusHydro for
the corporate year 2018—2019 and recommend to the Company's
Board to review this report (Schedule 4).
To elect Member of the Management Board and First Deputy
General Director of RusHydro Sergey Kirov as Deputy Chairman of
the Investment Committee under the Board of Directors of
RusHydro.
To elect Leading Specialist of the Office for Monitoring and
Evaluation of the Efficiency of Investment Programs of the
Department of Economic Planning and Investment Programs of
RusHydro Yekaterina Gogotova as Secretary of the Investment
Committee under the Board of Directors of RusHydro.
To approve the Program of Works of the Investment Committee
under the Board of Directors of RusHydro for H2 2019 (Schedule
1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report on the interim results of the fulfillment of
the Business Plan for 2019 considering the actual results for H1
2019 (including the report on the fulfillment of the Investment
Program, among other things, the Complex Modernization Program
for Generating Facilities, for H1 2019) (Schedule 1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the adjustment of the Company's business plan for
2019 insofar as it relates to amending the parameters of the
Investment Program of RusHydro for 2019, considering their
influence on the KPI "Compliance with the capacity commissioning
185
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Company’s Board of Directors on the
item: On the adjustment of the consolidated Business Plan
(including the consolidated Investment Program) of RusHydro
Group for 2019.
On recommendations for the Company’s Board of Directors on the
item: On the approval of the adjusted targets for annual KPIs of
the Company's Management Board members for 2019.
On recommendations for the Company’s Board of Directors on the
item: Approval of the report on the fulfillment of the Annual
Comprehensive Procurement Program of RusHydro for 6 months
of 2019.
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:27)(cid:17)(cid:20)(cid:19)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
118 (in the form of joint
presence)
On recommendations for the Company’s Board of Directors
concerning: "On the consideration of a matter of significance to
the Company: On the accomplishment of the action plan for works
at Zagorskaya PSHP-2."
Minutes o(cid:73)(cid:3)(cid:19)(cid:21)(cid:17)(cid:20)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
119 (in the form of joint
presence)
Recommendations for the Company’s Board of Directors
concerning: "On the consideration of matters of significance to the
Company: 'On the progress of implementation of the investment
project 'Construction of two single-circuit OHLs 110 kV Pevek –
Bilibino (construction phase No. 1)'."
schedules and the financing and utilization plan, %" for 2019
(Schedules 2 and 2a).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the adjusted consolidated Business Plan (including the
consolidated Investment Program) of RusHydro Group for 2019
(Schedule 3).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the adjusted Targets of the Annual KPIs of the
Company's Management Board Members for 2019 (the KPIs
"Return on Equity (ROE), %," "Earnings before Interest, Tax,
Depreciation, and Amortization (EBITDA), RUB million," and "Labor
Productivity, RUB thousand/man-hours") (Schedule 4).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the Report on the Achievement of the Key
Performance Indicators of RusHydro for 6 months of 2019
(Schedule 5).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To take into consideration the interim report on the
accomplishment of the follow-up action plan for works at
Zagorskaya PSHP-2 (Schedule 1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
"1. To take note of the information on the implementation of the
investment project 'Construction of two single-circuit 110 kV OHLs
Pevek – Bilibino' (construction stage No. 1) (hereinafter, the
186
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Facility, Project) according to the Schedule to this decision.
2. To note the presence of high risks of further postponement of
the implementation period of the Project to 2024 in the absence of
decisions aimed at implementing the instructions of the
Government of the Russian Federation in December 2019 –
February 2020 (Minutes No. DK-P9-208pr dated October 22,
2019):
2.1. on the approval of regulatory acts of the Government of the
Russian Federation on the recalculation of the cost of construction
of the Facility;
2.2. on the mechanism for additional financing for the construction
of the Facility from the federal budget (taking into account the
inadmissibility of deterioration of the financial condition of the
Company);
2.3. on amendments to Regulation of the Government of the
Russian Federation No. 231 dated March 2, 2019, regarding the
change in the cost of construction of the Facility and the
postponement of the implementation period of the project to
2023;
2.4. on the approval of the regulatory act of the Government of
the Russian Federation on determining the sole supplier
(contractor) for the construction of the Facility."
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report on the execution of the Annual
Comprehensive Procurement Program of RusHydro for 9 months of
2019 (Schedule No. 2).
To recommend that the Company’s Board of Directors adopt the
following resolution:
1.1. To approve a new revision of the Unified Regulation on the
187
Recommendations for the Company’s Board of Directors
concerning: "On approval of the report on the execution of the
Annual Comprehensive Procurement Program of the Company for
9 months of 2019."
Recommendations for the Company’s Board of Directors
concerning: "On amending the Unified Regulation on Procurement
of Products for the Needs of RusHydro Group."
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Recommendations for the Company’s Board of Directors
concerning: "On the interim results of accomplishment of the
Company's Business Plan for 2019 considering the actual results
for 9 months of 2019 (including the report on execution of the
Investment Program, including the Complex Modernization
Program for Generating Facilities, for 9 months of 2019)."
Recommendations for the Company’s Board of Directors
concerning: "On annual notification of industry-related federal
executive bodies and the Government of the Russian Federation
on the volumes of contracts concluded with defense industry
enterprises for the procurement of civil products for the fuel and
energy industry (performance of work, provision of services) which
are not related to a state defense order."
Procurement of Products for the Needs of RusHydro Group
(Schedule No. 3).
1.2. As soon as the Unified Regulation on the Procurement of
Products for the Needs of RusHydro Group comes into force, to
deem the Unified Regulation on the Procurement of Products for
the Needs of RusHydro Group approved by Decision of the Board
of Directors of RusHydro (Minutes No. 277 dated October 4, 2018,
with amendments approved by Minutes of the meeting of the
Board of Directors of RusHydro No. 292 dated June 24, 2019) to
have lost force.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report on the interim results of accomplishment of
the Company's Business Plan for 2019 considering the actual
results for 9 months of 2019 (including the report on execution of
the Investment Program, including the Complex Modernization
Program for Generating Facilities, for 9 months of 2019) (Schedule
No. 4).
To recommend that the Company’s Board of Directors adopt the
following resolutions:
1. To note the publication by the Company:
-
official website of the Unified Procurement Information System,
including the goods, works and services procurement plan and up-
to-date official publications on procurements, containing, inter alia,
notices of procurement, procurement documentation, draft
contracts, and information on all contracts concluded by RusHydro
Group with all counterparties (this information is publicly available
at http://zakupki.gov.ru);
-
of all procurement information of RusHydro Group on the
on the official website of the State Industrial Information
188
Date and No. of
Minutes
Issue Discussed
Decisions Taken
The Company shall ensure timely annual notification of
System of information on the current and prospective needs of
RusHydro Group for the 6 implementation of production programs,
which is available for the manufacturers of the defense industry for
submission of their commercial proposals and further participation
in tender procedures (this information is publicly available at
https://gisp.gov.ru).
2.
industry-related federal executive bodies (the Ministry of Industry
and Trade of Russia, the Ministry of Energy of Russia, and the
Ministry of Economic Development of Russia) and the Government
of the Russian Federation on the volumes of contracts concluded
by the Company and its subsidiaries with defense industry
enterprises for the procurement of civil products for the fuel and
energy industry (performance of works, provision of services)
which are not related to a state defense order not later than 30
days before the date of the annual General Meeting of
Shareholders of the Company, after the industry-related federal
executive bodies (the Ministry of Industry and Trade of Russia
and/or the Federal Agency for State Property Management) submit
information to the Company about the organizations included in
the register of defense industry organizations in accordance with
Decree of the Government of the Russian Federation No. 96 dated
February 20, 2004 "On the Consolidated Register of Defense
Industry Organizations."
To recommend that the Company’s Board of Directors adopt the
following resolutions:
1. To take note of the following:
-
of Products for the Needs of RusHydro Group, approved by the
Company's Board of Directors (Minutes No. 277 dated October 4,
Clause 5.17 of the Unified Regulation on the Procurement
189
Recommendations for the Company’s Board of Directors
concerning: "Procurement of Russian products used for the
implementation of national projects and the complex plan for
modernization and expansion of trunk infrastructure."
Date and No. of
Minutes
Issue Discussed
Decisions Taken
(cid:48)(cid:76)(cid:81)(cid:88)(cid:87)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:20)(cid:28)(cid:17)(cid:20)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
120 (in the form of joint
presence)
On recommendations for the Company’s Board of Directors on the
following item: On approval of the annual comprehensive
procurement program of PJSC RusHydro for 2020.
On recommendations for the Company’s Board of Directors on the
following item: On approval of the Company's Business Plan
(including the Investment Program) for 2020–2024.
this clause of the URPP covers, inter alia, the procurement
2018, with amendments approved by Minutes No. 292 dated June
24, 2019, hereinafter referred to as the "URPP"), provides for the
7 priority of procured products (goods, work, services) of Russian
origin over procured products of foreign origin17 ;
-
of Russian products used for the implementation of national
projects and the complex plan for modernization and expansion of
trunk infrastructure.
2. To establish that no additional amendments need be introduced
to the URPP and other local regulations (acts) of the Company in
the field of procurement activities to establish the priority of the
procurement of Russian products used for the implementation of
national projects and the complex plan for modernization and
expansion of trunk infrastructure.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the annual comprehensive procurement program of
PJSC RusHydro for 2020 (Schedule1).
To recommend that the Company’s Board of Directors adopt the
following resolution:
1. To approve the PJSC RusHydro Business Plan 2020 (Schedule
2).
2. To approve the PJSC RusHydro Investment Program for 2020
(Schedule No. 2.2 to the PJSC RusHydro Business Plan for 2020–
2024).
3. To approve the planning data for PJSC RusHydro's investment
projects and for new construction facilities of controlled companies
17 In accordance with Decree of the Government of the Russian Federation No. 925 dated September 16, 2016 "On the Priority of Goods of Russian Origin and Work
Performed and Services Provided by Russian Persons as Compared to Goods of Foreign Origin or Work Performed and Services Provided by Foreign Persons."
190
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Company’s Board of Directors on the
following item: On approval of the consolidated Business Plan
(including the consolidated Investment Program) of RusHydro
Group for 2020–2024.
On recommendations for the Company’s Board of Directors on the
following item: On approval of the list and the target values of
annual key performance indicators of the members of PJSC
RusHydro Management Board for 2020.
that are taken into account in calculating the performance
indicator of the members of PJSC RusHydro Management Board
"Compliance with the Capacity Commissioning Schedule and the
Financing and Utilization Plan, %" for 2020 (Schedule No. 2.2a to
the PJSC RusHydro Business Plan for 2020–2024).
4. To take into consideration the PJSC RusHydro Business Plan for
2021–2024 (Schedule No. 2), including the PJSC RusHydro
Investment Program for 2021–2024 (Schedule No. 2.2 to the PJSC
RusHydro Business Plan for 2020–2024).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the consolidated Business Plan (including the
consolidated Investment Program) of RusHydro Group for 2020–
2024 (Schedule 3).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve:
The target values of the annual KPIs of the members of
(cid:0)
PJSC RusHydro Management Board for 2020 (Schedule No. 4.1);
The target value of the KPI "Reduction of Operating
(cid:0)
Expenses (Costs) for Procurement of Goods (Works, Services) per
Produced Unit" for the members of the Company's Management
Board for the year 2020 at the level of at least 2%;
The target values of KPIs under PJSC RusHydro's Cycle 4
(cid:0)
Long-Term Motivation Program for 2020–2022 (Schedule No. 4.2);
Amendments to the target values of the KPIs of the
(cid:0)
second cycle Long-Term Motivation Program of PJSC RusHydro for
2018–2020 (Schedule No. 4.3);
Changes to the target values of KPIs under PJSC
(cid:0)
RusHydro's Cycle 3 LongTerm Motivation Program for 2019–2021
191
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Company’s Board of Directors on the
following item: On approval of a report concerning the results of
activity of the Investment Committee of the Board of Directors of
the Company.
(Schedule No. 4.4).
To recommend that the Company’s Board of Directors adopt the
following resolution:
To approve the report of the Chairman of the Investment
Committee of the Board of Directors of PJSC RusHydro for H2
2019 (Schedule 5).
FAR EAST ENERGY DEVELOPMENT COMMITTEE UNDER THE BOARD OF DIRECTORS
Date and No. of
Minutes
Minutes of (cid:21)(cid:19)(cid:17)(cid:19)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
17
Issue Discussed
Decisions Taken
On recommendations for the Board of Directors of RusHydro
concerning the following item: On the approval of the report
concerning the results of the activity of the Far East Power
Industry Development Committee under the Board of Directors of
the Company for the first half of the 2018–2019 corporate year.
On recommendations for the Board of Directors of RusHydro
concerning the following item: On determining the position of the
Company (the delegates of the Company) regarding the agenda
item of the meeting of the Board of Directors of JSC RAO ES of
East: On the alienation of the shares of an organization in which
the Company participates.
On recommendations for the Board of Directors of RusHydro
concerning the following item: On determining the position of the
Company (the Company's delegates) on the agenda item of the
General Meeting of Shareholders of JSC Dyakov Ust-
Srednekanskaya HPP: On the approval of a major transaction
related to the lease-out of movable property and real estate of
Ust-Srednekanskaya HPP forming part of an engineering and
To recommend that the Company's Board of Directors adopt the
following resolution: To approve the report concerning the results
of the activity of the Far East Power Industry Development
Committee under the Board of Directors of the Company for the
first half of the 2018–2019 corporate year (Schedule No. 1 to the
Minutes).
Confidential.
To reschedule the consideration of the item for a later date.
192
Date and No. of
Minutes
Minutes of (cid:21)(cid:26)(cid:17)(cid:19)(cid:22)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
18
Minutes of (cid:20)(cid:28)(cid:17)(cid:19)(cid:23)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
19
Issue Discussed
Decisions Taken
manufacturing complex used for the generation and transmission
of electricity.
On approving the Program of Works of the Far East Power
Industry Development Committee under the Board of Directors of
RusHydro for H1 2019.
On recommendations for the Board of Directors of RusHydro
concerning the following matter: The progress status of the
priority projects for the construction of three facilities in the Far
East (Yakutskaya GRES-2 (Phase 1), CHPP in Sovetskaya Gavan,
Sakhalinskaya GRES-2 (Phase 1)) as of December 31, 2018.
On recommendations for the Board of Directors of RusHydro
concerning the following matter: On determining the position of
RusHydro (RusHydro's delegates) in the management bodies of its
subsidiaries: On determining the position of the Company (the
Company's delegates) on the agenda item of the meeting of the
Board of Directors of JSC RAO ES East: "On the execution by JSC
RAO ES East of a transaction (including several related
transactions) to alienate the Company's assets consisting of fixed
assets, intangible assets, and construction facilities in progress 2
used for the generation, transmission, dispatching and distribution
of electrical energy and heat."
On recommendations for the Board of Directors of RusHydro
concerning the following matter: On determining the position of
the Company (the Company's delegates) on the agenda item of
the General Meeting of Shareholders of JSC Nizhne-Bureyskaya
HPP: "On approval of a major transaction for leasing the property
of Nizhne-Bureyskaya HPP."
Confidential.
To approve the Program of Works of the Far East Power Industry
Development Committee under the Board of Directors of RusHydro
for H1 2019 (Appendix No. 1 to the Minutes).
To recommend that the Company's Board of Directors adopt the
following resolution: To take note of the information on the
progress of the priority construction projects in the Far East (CHPP
in Sovetskaya Gavan, Sakhalin GRES-2 (Phase 1)) as of December
31, 2018 (Appendix No. 2 to the Minutes).
Confidential.
Confidential.
193
Date and No. of
Minutes
Minutes of (cid:21)(cid:19)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
20
Minutes of (cid:21)(cid:22)(cid:17)(cid:19)(cid:28)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
21
Issue Discussed
Decisions Taken
On recommendations for the Board of Directors of RusHydro
concerning the following matter: Progress of the construction of
the Ust-Srednekanskaya HPP.
On recommendations for the Board of Directors of RusHydro
concerning the following matter: 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.
On recommendations for the Board of Directors of RusHydro
concerning the following matter: On the approval of the report on
the results of the activity of the Far East Energy Development
Committee of the Board of Directors of RusHydro for the 2018–
2019 corporate year.
On electing the Deputy Chairperson of the Far East Energy
Development Committee under the Board of Directors of
RusHydro.
On electing the Secretary of the Far East Energy Development
Committee under the Board of Directors of RusHydro.
On approving the Program of Works of the Far East Energy
Development Committee under the Board of Directors of RusHydro
for H2 2019.
On recommendations for the Board of Directors of RusHydro
concerning the item: On the participation of the Company in other
organizations:
On the participation of the Company in Sakhalin GRES-2
To recommend that the Company's Board of Directors adopt the
following resolution:
To take into consideration information on the progress of the
construction of the Ust-Srednekanskaya HPP (Appendix No. 1 to
the Minutes).
To recommend that the Company's Board of Directors adopt the
following resolution:
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 (Appendix No. 2 to the Minutes).
To recommend that the Company's Board of Directors adopt the
following resolution:
To approve the report concerning the results of the activity of the
Far East Energy Development Committee of the Board of Directors
for the 2018–2019 corporate year (Appendix 3 to the Minutes).
To elect Igor Anatolyevich Zadvornov Deputy Chairperson of the
Far East Energy Development Committee under the Board of
Directors of RusHydro.
To elect Natalia Gennadievna Kovaleva as Secretary of the Far
East Energy Development Committee under the Board of Directors
of RusHydro.
To approve the Program of Works of the Far East Energy
Development Committee under the Board of Directors of RusHydro
for H2 2019 (Schedule No. 1 to the Minutes)
To recommend that the Company’s Board of Directors adopt the
following resolution:
1. To approve the participation of the Company in the authorized
capital of JSC Sakhalin GRES-2 by concluding an agreement(s) for
194
Date and No. of
Minutes
Issue Discussed
JSC.
On the participation of the Company in TPP in Sovetskaya
Gavan JSC.
On the participation of the Company in Yakutsk GRES-2
JSC.
Decisions Taken
the sale of shares (hereinafter referred to as the Transaction) on
the following material conditions:
Parties to the Transaction:
Issuer: Sakhalin GRES-2 JSC.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than sixteen
billion three hundred forty-five million (16,345,000,000) ordinary
shares to be placed through private subscription (the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
one ruble (RUB 1) per one (1) share for a total amount of no more
than sixteen billion three hundred forty-five million rubles (RUB
16,345,000,000).
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of
payment by offsetting monetary claims against the Issuer.
2. To determine that based on the results of the issue the
Company's participation share in the authorized capital of Sakhalin
GRES-2 JSC will not change and will remain 100%, while the debt
of Sakhalin GRES-2 JSC owed to the Company in the amount of no
less than nine billion two hundred sixteen million six hundred five
thousand three hundred twelve rubles (RUB 9,216,605,312) shall
be repaid following the acquisition of the additional shares.
3. To determine that the price of acquisition by the Company of
additional ordinary shares of Sakhalin GRES-2 JSC corresponds to
the nominal value and amounts to one ruble (RUB 1) per one (1)
additional ordinary share for the total maximum amount of sixteen
billion three hundred forty-five million rubles (RUB
16,345,000,000).
195
Date and No. of
Minutes
Issue Discussed
Decisions Taken
4. To consider this decision to be approval of the transaction in
accordance with letter c) of Subclause 24 of Clause 12.1 of the
Articles of Association of the Company.
To recommend that the Company’s Board of Directors adopt the
following resolution:
4.2. To approve the participation of the Company in the authorized
capital of TPP in Sovetskaya JSC Gavan by concluding an
agreement(s) for the sale of shares (hereinafter referred to as the
Transaction) on the following material conditions:
Parties to the Transaction:
Issuer: TPP in Sovetskaya Gavan JSC.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than eighteen
billion four hundred fifty-six million (18,456,000,000) ordinary
shares placed through private subscription (the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
one ruble (RUB 1) per one (1) share for a total amount of no more
than eighteen billion four hundred fifty-six million rubles (RUB
18,456,000,000).
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of
payment by offsetting monetary claims against the Issuer.
2. To determine that based on the results of the issue the
Company's participation share in the authorized capital of TPP in
Sovetskaya Gavan JSC will not change and will remain 100%,
while the debt of TPP in Sovetskaya Gavan JSC to the Company in
the amount of no less than two billion six hundred forty-four
million nin hundred fortyseven thousand six hundred seventy-four
196
Date and No. of
Minutes
Issue Discussed
Decisions Taken
rubles (RUB 2,644,947,674) shall be repaid following the
acquisition of the additional shares.
3. To determine that the price of acquisition by the Company of
the additional ordinary shares of TPP in Sovetskaya Gavan JSC
shall correspond to the nominal value and shall amount to one
ruble (RUB 1) per one (1) additional ordinary share for the total
maximum amount of eighteen billion four hundred fifty-six million
rubles (RUB 18,456,000,000).
4. To consider this decision to be approval of the transaction in
accordance with letter c) of Subclause 24 of Clause 12.1 of the
Articles of Association of the Company.
4.3. To approve the participation of the Company in the authorized
capital of Yakutsk GRES-2 JSC by concluding an agreement(s) for
the sale of shares (hereinafter referred to as the Transaction) on
the following material conditions:
Parties to the Transaction:
Issuer: Yakutsk GRES-2 JSC.
Acquirer: RusHydro.
Subject of the Transaction:
The Issuer shall transfer to the Acquirer no more than five billion
nine hundred twelve million (5,912,000,000) ordinary shares
placed through private subscription (the Shares).
The Acquirer undertakes to accept and pay for the Shares.
Price of the Transaction:
one ruble (RUB 1) per one (1) share for a total amount of not
more than five billion nine hundred twelve million rubles (RUB
5,912,000,000).
Other terms and conditions of the Transaction:
The form of payment for the Shares is cash, with the possibility of
payment by offsetting monetary claims against the Issuer.
197
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Board of Directors of RusHydro
concerning the item: On the consideration of matters of
significance to the Company: On the status of the implementation
of priority projects for the construction of 2 facilities in the Far
East (TPP in Sovetskaya Gavan, Sakhalin GRES-2 (stage 1)) as of
June 30, 2019.
On recommendations for the Board of Directors of RusHydro
concerning the following item: On setting up branches of
RusHydro.
Minutes of (cid:19)(cid:22)(cid:17)(cid:20)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
22
2. To determine that, based on the results of the issue, the
Company's participation share in the authorized capital of Yakutsk
GRES-2 JSC will not change and will remain 100%, while the debt
of Yakutsk GRES-2 JSC owed to the Company in the amount of no
less than five billion nine hundred eleven million seven hundred
fiftyseven thousand nine hundred ninety rubles (RUB
5,911,757,990) shall be repaid to the Company after the
acquisition of the additional shares.
3. To determine that the price of acquisition by the Company of
additional ordinary shares of Yakutsk GRES-2 JSC corresponds to
the nominal value and amounts to one ruble (RUB 1) per one (1)
additional ordinary share for the total maximum amount of five
billion nine hundred twelve million rubles (RUB 5,912,000,000).
4. To consider this decision to be approval of the transaction in
accordance with letter c) of Subclause 24 of Clause 12.1 of the
Articles of Association of the Company.
To recommend that the Company’s Board of Directors adopt the
following resolution: To take note of information on the progress
of priority projects for the construction of two facilities in the Far
East (TPP in Sovetskaya Gavan, Sakhalinskaya GRES-2 (stage 1))
as of June 30, 2019 (Schedule 2 hereto).
To recommend that the Company’s Board of Directors adopt the
following resolution:
1. To take information on the status of projects for the
construction, retrofitting and upgrading of generating facilities
(thermal plants) in the non-price zone of the wholesale electricity
and capacity market in accordance with Order of 2 the
Government of the Russian Federation No. 1544-r dated July 15,
2019 (hereinafter, "Projects") under advisement.
198
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Minutes of (cid:21)(cid:23)(cid:17)(cid:20)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
23
On recommendations for the Board of Directors of RusHydro
concerning the following item: On the status of the
implementation of priority projects for the construction of two
facilities in the Far East (CHPP in Sovetskaya Gavan, Sakhalin
SDPP-2 (stage 1).
2. To set up, for the purposes of implementing the Projects:
The Yakutskiy Branch of RusHydro located in Yakutsk;
The Khabarovskiy Branch of RusHydro located in
Khabarovsk;
The Primorskiy Branch of RusHydro located in Vladivostok.
To recommend that the Company’s Board of Directors adopt the
following resolution:
To take note of information on the progress of priority projects for
the construction of two facilities in the Far East (CHPP in
Sovetskaya Gavan, Sakhalinskaya SDPP-2 (stage 1)) as of
September 30, 2019 (Schedule 1 hereto).
COMMITTEE ON RELIABILITY, ENERGY EFFICIENCY AND INNOVATIONS UNDER THE BOARD OF DIRECTORS
Date and No. of
Minutes
Minutes of (cid:20)(cid:27)(cid:17)(cid:19)(cid:21)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
57
Minutes of (cid:20)(cid:27)(cid:17)(cid:19)(cid:23)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
58
Issue Discussed
On recommendations for the Company’s Board of Directors on the
item "On determining the position of RusHydro (RusHydro's
representatives) in the management bodies of its subsidiaries."
On recommendations for the Company’s Board of Directors
concerning "On approval of transactions related to the alienation
of the Company's property consisting of fixed assets, intangible
assets and construction in progress which are used for the
purpose of the generation, transfer, dispatching, and distribution
of electrical power and heat (conclusion of an agreement on the
purchase of the immovable and movable property of
Khorobrovskaya HPP)."
Decisions Taken
Confidential.
To recommend that the Company’s Board of Directors adopt the
following resolution:
"To approve the conclusion of an agreement on the purchase of
the immovable and movable property of Khorobrovskaya HPP
(hereinafter, the Agreement) on the following material terms and
conditions:
Parties to the Agreement:
The Seller is RusHydro;
The Buyer is the winner of the Auction.
Subject of the Agreement:
The Seller shall transfer ownership of and the Buyer shall pay for
199
Date and No. of
Minutes
Issue Discussed
Decisions Taken
and accept the immovable and movable property of
Khorobrovskaya HPP (hereinafter, the Property) in accordance
with the Agreement.
The list of the Property is provided in Schedules 1 and 2 hereto.
Property sale method:
Selling via open auction on an electronic trading platform
(hereinafter, the Auction).
Auction starting price:
four million five hundred eighty-seven thousand one hundred
ninety-nine (4,587,199) rubles 20 kopecks, including VAT, in
accordance with the valuation report of the independent valuer on
the market value of the Property.
Price of Agreement:
To be determined based on the Auction results.
Payment procedure (period) for the Property:
The Buyer shall be provided with an interest-free installment plan
to pay for the Property in equal annual instalments for 5 years."
To recommend that the Company’s Board of Directors adopt the
following resolution:
"1. To approve the conclusion of the Agreement on gratuitous
transfer of the property of Bekanskaya HPP (donation), which is to
be used for generating electrical power (hereinafter, the
Agreement), on the following material terms and conditions:
Parties to the Agreement:
The Donor is RusHydro;
The Donee is the municipal entity Ardonsky District of the Republic
of North Ossetia-Alania, as represented by the Administration of
the local government of the municipal entity Ardonsky District of
the Republic of North Ossetia-Alania.
Subject of the Agreement:
200
On recommendations for the Company’s Board of Directors
concerning "On approval of transactions related to the alienation
of the Company's property consisting of fixed assets, intangible
assets and construction in progress which are used for the
purpose of the generation, transfer, dispatching, and distribution
of electrical power and heat (conclusion of an agreement for the
gratuitous transfer of the assets of Bekanskaya HPP (donation))."
Date and No. of
Minutes
Issue Discussed
Decisions Taken
Minutes of (cid:20)(cid:25)(cid:17)(cid:19)(cid:24)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
59
Minutes of (cid:20)(cid:28)(cid:17)(cid:19)(cid:25)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
60
On recommendations for the Company’s Board of Directors
concerning "On matters of significance for the Company: On
approval of the report on the implementation of the RusHydro
Group Innovative Development Program for 2016–2020 with an
outlook for 2025 in 2018."
On the approval of the report on the results of the activity of the
Reliability, Energy Efficiency, and Innovations Committee of the
Board of Directors of Rushydro for the 2018–2019 corporate year.
Minutes of (cid:21)(cid:22)(cid:17)(cid:19)(cid:27)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
61
Electing the Deputy Chairperson of the Reliability, Energy
Efficiency and Innovations Committee of the Company's Board of
Directors.
Electing the Secretary of the Reliability, Energy Efficiency and
Innovations Committee of the Company's Board of Directors.
The Donor shall transfer gratuitously and the Donee shall accept in
ownership the immovable and movable property of Bekanskaya
HPP as per Schedule 3 and Schedule 4 hereto (hereinafter, the
Property).
Price (book [residual] value) of the Property:
twenty-eight million five hundred ten thousand seven hundred
forty-nine (28,510,749) rubles 32 kopecks.
2.
resolution is also a decision to execute a transaction in accordance
with subclause 26 of Clause 12.1 of the Company's Charter."
To establish that the decision specified in Clause 1 of this
To recommend that the Company’s Board of Directors adopt the
following resolution:
"To approve the report on the implementation of the RusHydro
Group Innovative Development Program for 2016–2020 with an
outlook for 2025 in 2018 (Schedule 1 hereto)."
To approve the report on the results of the activity of the
Reliability, Energy Efficiency and Innovations Committee of the
Board of Directors of RusHydro for the 2018–2019 corporate year
(Appendix to the Minutes).
To elect Boris Borisovich Bogush, Member of the Management
Board, First Deputy General Director and Chief Engineer of
RusHydro, as Deputy Chairman of the Reliability, Energy
Efficiency, and Innovations Committee under the Company's Board
of Directors.
To elect Timur Rasimovich Khaziakhmetov, Director of the
Department for Development and Standardization of Production
Processes at RusHydro, as the Secretary of the Reliability, Energy
Efficiency, and Innovations Committee under the Company's Board
of Directors.
201
Date and No. of
Minutes
Issue Discussed
Decisions Taken
On recommendations for the Company’s Board of Directors on the
item: "On the consideration of matters of significance to the
Company: On updating the Innovation Development Program of
RusHydro Group."
Minutes of (cid:20)(cid:25)(cid:17)(cid:20)(cid:19)(cid:17)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:569)(cid:3)
62
On recommendations for the Company’s Board of Directors
concerning the following item:
"On the consideration of a matter of significance to the Company:
On the accomplishment of the action plan for works at Zagorskaya
PSHP-2".
To recommend that the Company’s Board of Directors adopt the
following resolution:
"1. To take into account the report on comparison of the level of
technological development and the values of key performance
indicators of the RusHydro Group's innovation activity with the
level of development and indicators of the leading peer companies
(hereinafter referred to as the Report, the Comparison), revised
with due regard to the conclusions on the report submitted by the
Ministry for Economic Development of the Russian Federation and
the Ministry of Energy of the Russian Federation (Schedule -1).
2. To approve the proposals for improving the quality of
preparation and implementation of the RusHydro Group
Innovation Development Program (Schedule 2) prepared based on
the results of the Comparison, when updated.
3. To entrust the Chairman of the Management Board and General
Director of the Company, N. G. Shulginov, with ensuring the
development of an updated Innovation Development Program of
RusHydro Group for 2020 to 2024 in accordance with the
proposals pursuant to Schedule 2 to the Minutes and forwarding it
for approval to the relevant federal executive bodies (Russian
Ministry for Economic Development, Russian Ministry of Energy,
Russian Ministry of Education and Science, and Russian Ministry
for Development of Russian Far East) by December 31, 2019."
To recommend the Company’s Board of Directors to adopt the
following resolution:
"To take into consideration the interim report on the
accomplishment of the follow-up action plan for works at
Zagorskaya PSHP-2 (Appendix to this resolution)".
202
APPENDIX NO.6 INFORMATION ON THE SALE OF NON-CORE ASSETS OF PJSC RUSHYDRO
FOR 2019
In order to fulfill the directives of the Government of the Russian Federation, the Company's
Board of Directors (Minutes No. 263 dated December 28, 2017) approved the revised Program
for the Divestment of Non-Core Assets of PJSC RusHydro, updated in line with by the
Methodological Recommendations of the Government of the Russian Federation (hereinafter -
the Program).
The Program defines of the Company’s general principles and procedures for disposing its non-
core assets. The goal of the Program is to formulate a methodology for managing non-core
assets of the Company.
The main directions of the Program:
formation and maintenance of the Non-Core Assets Register and the Action Plan for the
Disposal of Non-Core Assets;
ways and procedures for the disposal of non-core assets;
information support for the disposal of non-core assets;
reporting on the disposal of non-core assets.
The updated and revised Non-Core Assets Register of PJSC RusHydro and the Action Plan for
the Disposal of Non-Core Assets of PJSC RusHydro for 2018 (Q4) - 2019 were approved by the
Board of Directors (Minutes No. 281 dated December 27, 2018).
The Non-Core Assets Register contains the basic information about non-core assets, their book
value, type of the proposed action with respect to non-core assets and other necessary
information.
The Action Plan for the Disposal of Non-(cid:505)ore Assets includes non-core assets planned to be sold
in 2019, detailing the timing of the sale of non-core assets and their market value, as
determined by an appraisal organization.
In 2019, the Company planned to sell 18 non-core assets. In fact, 18 non-core assets were
sold. Earnings from the sale of non-core assets amounted to RUB 0.5 bn.
The Board of Directors (Minutes No. 303 of February 12, 2020) approved the progress report on
the disposal of non-core assets for 2019.
Information on the sale of non-core assets is quarterly reported to the Company’s Board of
Directors, Ministry of Energy of Russia, Federal Agency for State Property Management and is
posted on the Interdepartmental Portal of the Federal Agency for State Property Management.
203
List of the Sale of Non-Core Assets of PJSC RusHydro in 2019
N
o.
Asset
Description
Asset
Inventory No.
(if applicable)
Balance Sheet
Item Containing
an Asset as of
the Reporting
Date prior to the
Asset Sale
Items (Analytics
Included)
Containing Gains
and Expenses
from the
Disposal of an
Asset
(91.1(cid:541)(cid:541)(cid:541)/91.2(cid:541)(cid:541)
(cid:541))
9101040101/
9102040101
LLC VolgaHydro
(participation share
40%)
-
1171.1
460,871
450,000
- 10,871
Book Value of
the Assets,
thou. RUB
Actual Sale
Value,
thou.RUB,
excluding VAT
Deviation of
Actual Sale
Value from the
Book Value,
thou.RUB
Reason for
Deviation of
Actual Sale
Value from the
Book Value
1
2
3
4
5
HydroOGK Power
Company Limited
(100%)
JSC
Boguchanskaya
HPP Construction
Organizer (51%)
CJSC
Boguchanskaya
HPP Construction
Customer (49%)
Central
construction yard
(23 objects)
-
-
-
KB00002002,
KB00002001,
KB00001002,
KB00004405,
1171.1
1171.1
1171.1
1151
9101100100,
9101999901/
9102040101
9101040101/
9102040101
9101040101/
9102040101
9101010101/
9102010201
0
5
5
39,930*
1,324*
108*
18,481
5,085
-13,396
Direct selling in
favor of the VHG
Auslandsbeteilig
ungen GmbH
(minutes of the
Board of
Directors of the
Company No.
277 dated
October 04,
2018)
The company is
dissolved
The company is
dissolved
The company is
dissolved
Sale by the
bidding results
204
N
o.
Asset
Description
Asset
Inventory No.
(if applicable)
Balance Sheet
Item Containing
an Asset as of
the Reporting
Date prior to the
Asset Sale
Items (Analytics
Included)
Containing Gains
and Expenses
from the
Disposal of an
Asset
(91.1(cid:541)(cid:541)(cid:541)/91.2(cid:541)(cid:541)
(cid:541))
Book Value of
the Assets,
thou. RUB
Actual Sale
Value,
thou.RUB,
excluding VAT
Deviation of
Actual Sale
Value from the
Book Value,
thou.RUB
Reason for
Deviation of
Actual Sale
Value from the
Book Value
KB00004406,
KB00004409,
KB00001004,
KB00004404,
KB00004414,
KB00004403,
KB00001003,
KB00004408,
KB00004407,
KB00001001,
KB00002010,
KB00002004,
KB00002005,
KB00002006,
KB00002023,
KB00002009,
KB00002003,
KB00002008,
KB00002007
(cid:509)(cid:19)(cid:19)(cid:19)(cid:25)(cid:21)
1151.1
(cid:498)(cid:57)(cid:19)(cid:19)(cid:19)(cid:19)(cid:19)(cid:21)(cid:20)(cid:27)(cid:20)
1151.1
ZE0003119
1151.1
ZE0003202
1151.1
6
7
8
9
Residential house
with outbuildings
Amenity building of
the directorate
Building of STiM
heated parking lot
Building of
Hydrotechnical
Workshop
9101010101/
9102010101
9101010101/
9102010101
9101010101/
-
9101010101/
9102010101
213
257
0
23
410
330
1,265
158
+197
+73
+1,265
+135
Sale by the
bidding results
Sale by the
bidding results
Sale by the
bidding results
Sale by the
bidding results
205
N
o.
Asset
Description
Asset
Inventory No.
(if applicable)
Balance Sheet
Item Containing
an Asset as of
the Reporting
Date prior to the
Asset Sale
Warehouse No. 5
10 Building of
ZG111173
1151.1
concrete
household:
building of
construction
laboratory
11 Construction of
concrete
household: gallery
ZG121129
-
12 Administrative and
amenity building
2960/1
1151.1
13
4 MW electric
boiler house No. 4
2960
1151.1
14 Check drop No. 1
with the weir
KK0000178
1151.3
15 Bridge
1080103000000
2550000
1151.3
Items (Analytics
Included)
Containing Gains
and Expenses
from the
Disposal of an
Asset
(91.1(cid:541)(cid:541)(cid:541)/91.2(cid:541)(cid:541)
(cid:541))
9101010101/
9102010101,
9103010101
9101010101/
9103010101
-/
9102051100
-/
9102051100
-/
9102051100
-/
9102051100
Book Value of
the Assets,
thou. RUB
Actual Sale
Value,
thou.RUB,
excluding VAT
Deviation of
Actual Sale
Value from the
Book Value,
thou.RUB
Reason for
Deviation of
Actual Sale
Value from the
Book Value
408
418
+10
0
1,415
1,415
440
831
3,412
98,112
0
0
0
0
-440
-831
-3,412
-98,112
Direct sale of
JSC Zagorskaya
PSHPP-2 (100%
BEFORE the
Company)
Direct sale of
JSC Zagorskaya
PSHPP-2 (100%
BEFORE the
Company)
Gratuitous
transfer to the
federal
ownership
Gratuitous
transfer to the
federal
ownership
Gratuitous
transfer to the
federal
ownership
Gratuitous
transfer to the
municipal
ownership
206
N
o.
Asset
Description
Asset
Inventory No.
(if applicable)
Balance Sheet
Item Containing
an Asset as of
the Reporting
Date prior to the
Asset Sale
16 Walkway and
NZh0000113
1151.3
bicycle path
17 Motor-vehicle
refuelling container
block with columns
(5 object)
Security building
18
54026, 54027,
54028, 85145,
85146
1151.4
232
1151.1
Items (Analytics
Included)
Containing Gains
and Expenses
from the
Disposal of an
Asset
(91.1(cid:541)(cid:541)(cid:541)/91.2(cid:541)(cid:541)
(cid:541))
-/
9102051100
9101990201 /
9102010700
-/
-
Book Value of
the Assets,
thou. RUB
Actual Sale
Value,
thou.RUB,
excluding VAT
Deviation of
Actual Sale
Value from the
Book Value,
thou.RUB
Reason for
Deviation of
Actual Sale
Value from the
Book Value
2,182
0
-2,182
7
0
17**
+10
0
0
Gratuitous
transfer to the
municipal
ownership
The company is
dissolved
The company is
dissolved
Total
585,247
500,460
207
APPENDIX NO.7 INFORMATION ON PENDING LEGAL PROCEEDINGS
1.
Pursuant to the denunciation of the Agreement between the Government of the Kyrgyz
Republic and the Government of the Russian Federation on the construction and operation of
the Verkhne-Naryn cascade of HPPs and the refusal of the Kyrgyz Republic to return the funds
spent by RusHydro on the construction of the Verkhne-Naryn cascade of HPPs, international
arbitration proceedings were initiated to recover USD 37,191,306.61 as compensation for
expenses transferred under loan agreements, interest on loan agreements in the amount of
USD 1,628,692.54, the obligation to accept 50% of the joint venture shares, and recovery of
cost of the said shares in the amount of 2,500,000 Kyrgyz soms. The case is governed by the
Permanent Court of Arbitration at the Hague (Netherlands).
2.
In connection with planned start of Verkhnebalkarskaya SHPP between LLC
Verkhnebalkarskaya SHPP and IDGC of Northern Caucasus PJSC an agreement of technological
connection is concluded, on conditions of which the parties sign the addendum to the
agreement after confirmation of payment for the technical connection by the tariff body.
By the Order of the Ministry of Energy, Tariffs and Housing Supervision of the Kabardino-
Balkarian Republic payment is approved in the amount of RUB 1,640,706,284 (excluding VAT).
In connection with essential overpricing of technological connection of LLC Verkhnebalkarskaya
SHPP, an application is filed to court about acknowledgement of the order of the tariff body
invalid (case No. (cid:488)20-4938/19). In addition, an application is filed to the Federal Anti-Monopoly
Service of Russia about settlement of disagreements related to the establishment of payment,
based on the results of which payment amount was adjusted and amounted to RUB
1,107,355,224.29 (excluding VAT). In addition, an appeal was filed to the Federal Antimonopoly
Service of Russia for the settlement of disagreement over the fee, which resulted in an
adjustment of the fee to RUB 1,107,355,224.29 (net of VAT).
IDGC of Northern Caucasus PJSC filed a lawsuit against LLC Verkhnebalkarskaya SHPP to force
conclusion of addendum to the agreement of technical connection with price setting approved
by the order of the tariff body (case No. (cid:488)40-317919/19).
In connection with additional issue of uncertified shares of PJSC Sakhalinenergo dated
December 7, 2017 by minor shareholders of PJSC Sakhalinenergo D. Ginzburg and N. Volkov,
claims are stated about invalidation of additional issue of securities by PJSC Sakhalinenergo, as
well as property sales and purchase transaction between PJSC Sakhalinenergo and JSC RAO ES
East (case No. (cid:488)(cid:24)(cid:28)-7785/19).
208
APPENDIX NO.8 INFORMATION CONCERNING THE STATE SUPPORT RECEIVED BY THE
COMPANY IN THE REPORTING YEAR, INCLUDING INFORMATION ON THE SUBSIDIES
GRANTED (IN RUBLES), AIM OF USE, INFORMATION ON THE USE OF FUNDS AS OF THE END
OF THE REPORTING PERIOD
Contribution of budget investments to the authorized capital of PJSC RusHydro from
the federal budget with the aim of financing the investment project “Construction of
Two Single-Circuit 110 kV Pevek-Bilibino Overhead Lines” (construction stage No.
1).
In accordance with the decree of the President of the Russian Federation dated May 3, 2018
No. 188, order of the Government of the Russian Federation dated May 25, 2018 No. 983-r,
article 9 of Federal Law dated November 29., 2018 No. 459-FZ, order of the Government of the
Russian Federation dated March 2, 2019 No. 231 as well as by the order of the Government of
the Russian Federation dated March 2, 2019 No. 354-r on allocation to the Ministry of Energy of
the Russian Federation of funds of the reserve fund of the Government of the Russian
Federation in the amount of RUB 3 bn to provide budget investments to PJSC RusHydro in the
form of a contribution of the Russian Federation to the authorized capital, with the aim of
financing the investment project “Construction of Two Single-Circuit 110 kV Pevek-Bilibino
Overhead Lines” (construction stage No. 1) (hereinafter the “Capital Construction Object”),
between the Ministry of Energy of the Russian Federation, Federal Agency for State Property
Management and the Company entered into an agreement No. 022-18-2019-001 dated March
29, 2019 (hereinafter - the Agreement) on provision of budget investments in the amount of
RUB 13.0 bn. Budget investments are granted to the Company within the limits of budget
obligations in 2019 RUB 7.0 bn, in 2020 RUB 6.0 bn.
Funds in accordance with the Agreement are transferred by the Ministry of Energy of the
Russian Federation on April 16, 2019 in the amount of RUB 4.0 bn, on April 26, 2019 in the
amount of RUB 3.0 bn to the individual account of the Company No. 41736229170 in the
Administration of the Federal Treasury of Moscow.
In its turn the Company concluded an agreement No. 1010-265-5-2019 dated April 11, 2019 on
granting a contribution into the authorized capital of JSC Chukotenergo and funds in the
amount of RUB 7.0 bn are transferred to the individual account No. 41886(cid:514)53950 in the
Administration of the Federal Treasury of the Chukotka Autonomous District to make capital
investments into the Capital Construction Object by JSC Chukotenergo.
As of December 31, 2019 budget investments in the amount of RUB 7.0 bn are on the
individual account of JSC Chukotenergo in the Administration of the Federal Treasury of the
Chukotka Autonomous District.
Use of the unused contribution into the authorized capital in the amount of RUB
899.3 by PJSC RusHydro with the aim of implementation of the investment project
“CHPP construction in Sovetskaya Gavan, Khabarovsk Territory. Correction 2017”.
In order to use the contributions to the authorized capital of Open Joint Stock Company
RusHydro in the amount of RUB 476.9 mn, implemented in accordance with part 6 of Article 25
of Federal Law No. 204-FZ dated November 24, 2008 to complete the construction of the
209
onshore spillway of the Sayano-Shushenskaya HPP, as well as contribution to the authorized
capital of Open Joint Stock Company RusHydro in the amount of RUB 422.4 mn, made in
accordance with paragraph 2 of part 1 of Article 12 of Federal Law No. 204-FZ dated November
24, 2008 for the implementation of integrated investment project “Development of Design
Documentation for the Investment Project “Comprehensive development of South Yakutia”
(hereinafter - the balance of target funds), in order to use funds for implementation of the
investment project “CHPP construction in Sovetskaya Gavan, Khabarovsk Territory. Correction
2017” (hereinafter - the Object), between the Ministry of Energy of the Russian Federation,
Federal Agency for State Property Management and PJSC RusHydro (hereinafter -
the
Company), addenda No. 1 dated September 24, 2019
the agreement No.
09/0412.3400200.082/08/392 dated December 14, 2009, No. 1 dated September 24, 2019 to
the agreement No. 01-13/307 dated June 24, 2009 were concluded.
to
Between the Ministry of Energy of the Russian Federation, the Federal Agency for State
Property Management and the Company, an addendum was concluded No. 6 dated September
24, 2019 to the agreement on provision of budget investments No. 01-08/827 dated December
18, 2012, the Company allocated balance of target funds in the amount of RUB 899.3 mn, to
finance the construction of the Object.
Also, between the Ministry of Energy of the Russian Federation, the Ministry of Economic
Development of the Russian Federation, Public Joint-Stock Company Sberbank of Russia
(hereinafter - PJSC Sberbank) and the Company, an addendum No. 3 dated November 25, 2019
to the agreement on provision of budget investments to finance the construction of energy
facilities on the territory of the Far East No. S-718-AB/D07 dated December 14, 2012
(hereinafter - the Agreement) was concluded, on the implementation of actions related to the
construction of the Object and ensuring the allocation of the balance of target funds to a
separate bank account of the Company opened in PJSC Sberbank (hereinafter the SBA), for
subsequent expenditure of the balance of target funds for the construction of the Object
through the SBA system, which ensures transparency in the use of cash flow.
Funds in accordance with the Agreement were transferred to the Administration of the Federal
Treasury of Moscow by payment orders dated October 31, 2019 in the amount of RUB 422.4
mn, RUB 476.9 mn to the SBA of the Company.
In its turn, the Company concluded an agreement No. 1010-272-148-2019 dated November 29,
2019 with JSC CHPP at Sovetskaya Gavan on provision in 2019 of a contribution to the
authorized capital from the balance of target funds allocated by the Company in the amount of
RUB 899.3 mn for the implementation of the Object sold in accordance with the Agreement.
Funds are sent by the Company to the SBA of JSC CHPP at Sovetskaya Gavan on November 29,
2019 in the amount of RUB 899.3 mn.
In 2019, JSC CHPP at Sovetskaya Gavan allocated the balance of target funds for construction
of the Object in the amount of RUB 446.9 mn, as of December 31, 2019 the balance of target
funds, placed on the SBA of JSC CHPP in Sovetskaya Gavan amount to RUB 452.4 mn.
210
APPENDIX NO.9 REPORT ON THE LONG-TERM DEVELOPMENT PROGRAM IMPLEMENTATION OF
THE RUSHYDRO GROUP FOR THE YEAR OF 2019
1. GENERAL INFORMATION
RusHydro's Long-Term Development Program for 2018–2022 (the LTDP) is prepared and
updated in accordance with instructions of the Russian President (No. Pr-3086 dated December
27, 2013) and the Russian Government (Minutes No. 3 dated January 30, 2014, Directive No.
4955p-P13 of the Russian Government dated July 17, 2014). The LTDP was approved by
resolution of the Company’s Board of Directors18.
RusHydro Group's LTDP sets out the main principles and activities for the Company's rapid
growth, seeking to ensure efficient use of water resources, sustainability of Russia’s Unified
Energy System, as well as social and economic development of the Russian regions, including
the Far East, by providing its existing and prospective consumers with access to energy
infrastructure.
Pursuant to the Russian Government’s Directive No. 4955p-P13 dated July 17, 2014, progress
against the LTDP is audited on an annual basis in accordance with the LTDP Audit Standard19
and the Terms of Reference for auditing the progress against the LTDP20, developed in line with
the recommendations of the Russian Government21.
Calculation of the LTDP KPI for 2019 is presented in Section 12 of this report and complies with
the Calculation and Evaluation Methodology for the KPIs of RusHydro Group’s LTDP approved
as part of this LTDP and amended as follows to facilitate unbiased assessment of certain
indicators:
use of data on the number of utility connections, including connections covered by
agency agreements with PJSC DEK, JSC DGK, PJSC Sakhalinenergo and PJSC
Yakutskenergo, to calculate the Decrease in Operating Expenses (Costs) KPI;
use of data on the growth of controllable expenses taken into account by the regulator
in estimating the required gross revenue on a year-on-year basis (GRR)22 to calculate
the Decrease in Operating Expenses (Costs) KPI for all Group companies where GRR for
the reporting year exceeds CPI calculated as per this Methodology, particularly for PJSC
DEK, PJSC Kamchatskenergo, JSC UESK, PJSC Mobile Energy, JSC Chukotenergo, JSC
Geoterm and PJSC KamGEK;
18 Minutes of the Board of Directors No. 271 dated June 1, 2018 as amended by resolutions of the Board
of Directors (Minutes No. 279 of October 26, 2018, No. 294 of August 29, 2019, and No. 297 of October
21, 2019).
19 Minutes of the Board of Directors No. 281 of December 27, 2018.
20 Minutes of the Board of Directors No. 279 of October 26, 2018.
21 Instruction of the Russian Government No. ISH-P13-2583 of April 15, 2014.
22 Pursuant to the Methodology, GRR is calculated for heat suppliers and wholesale market suppliers
owning or otherwise in control of thermal power plants operating in the non-price zones of the wholesale
electricity and capacity market in the Russian Far East (South Yakutian, Western and Central districts in
the Republic of Sakha (Yakutia), Primorye Territory, Khabarovsk Territory, Amur Region and Jewish
Autonomous Region) whose tariffs are set through long-term indexation of required gross revenue.
211
inclusion of the line “Redemption of bank deposits and proceeds from sale of other
investments” from the Consolidated Statement of Cash Flows in the calculation of free
cash flow (FCF);
use of data on the capacity commissioned as a result of rehabilitation and modernization
at RusHydro’s facilities that do not require a commissioning permit issued by the
regulator or an acceptance certificate for equipment following comprehensive testing by
the working commission (as per the Methodology) to calculate the Adherence to the
Capacity Commissioning Schedule, Funding and Spending Plan KPI (for the purpose of
the 2019 KPI calculations, the Capacity Commissioning component was determined
using the same calculation method as in 2018, which was duly accounted for in the
resolution of the Company's Board of Directors adopted on April 3, 2020 (Minutes No.
306) to approve actual KPI performance values);
inclusion of expenses to file Patent No. 1911112 for the “Device designed to
automatically connect and switch power supply and load sources at hybrid power
generating plants based on PV modules, storage batteries and a diesel generator” dated
July 24, 2019 in the calculation of the Integrated Innovative KPI (its Increase in IP
assets on the Balance Sheet in the Reporting Period component); as at December 12,
2019, these expenses were recognised as other current assets under the R&D contract
signed to develop a commercial prototype of a combined modular portable power plant,
but were not included in the balance sheet of JSC UESK as an IP asset.
PERFORMANCE AGAINST PLANNED AND ESTIMATED TARGETS BASED ON
2.
RUSHYDRO GROUP’S CONSOLIDATED BUSINESS PLAN
RusHydro’s medium-term business plan is the central element in the Group’s economic
planning. The Company’s Board of Directors approved the Regulations on the Business Planning
Framework (Minutes No. 273 of June 27, 2018) to be used as guidelines to draft RusHydro
Group’s consolidated business plan in accordance with the IFRS23.
The LTDP for 2018–2022 builds on RusHydro Group’s Consolidated Business Plan approved by
the Board of Directors on April 3, 2018 (Minutes No. 267 of April 4, 2018)24.
The Company's Board of Directors approved adjustments for the targets included in RusHydro
Group’s Consolidated Business Plan for 2019 (Minutes No. 295 of September 23, 2019)
reflecting changes in the business plans of RAO ES East Subgroup companies, updates in the
non-deliverable forward for RusHydro’s shares signed with VTB Bank, rescheduling of CHPP
commissioning in Sovetskaya Gavan, and changes in the amount of funding allocated under the
Consolidated Investment Program.
Assessment of performance against the LTDP draws on the data contained in RusHydro Group’s
Adjusted Consolidated Business Plan for 2019 and marked in the analytical tables of this report
as ‘Target’.
23 Hereinafter the “International Financial Reporting Statements”.
24 RusHydro Group’s Consolidated Business Plan for 2018–2022 was prepared based on the business plan
forms of PJSC RusHydro and its direct or indirect affiliates and subsidiaries, as well as transformational
and consolidation adjustments used to ensure compliance with the IFRS.
212
The information on actual performance against the LTDP for 2019 is sourced from the IFRS
audited consolidated financial statements of RusHydro Group as at and for the year ended
December 31, 2019.
The Report on progress against RusHydro Group’s Consolidated Business Plan for 2019 was
approved by the Company’s Board of Directors on April 9, 2020 (Minutes No. 307 of April 10,
2020).
Pursuant to RusHydro’s IFRS audited consolidated financial statements, the Company’s
authorized capital as at December 31, 2019 was RUB 426,288.8 mn25.
As part of an effort to refinance the debt of RAO ES East, RusHydro signed a supplement to the
forward contract with VTB Bank providing for a reduction of the forward rate by 0.5% (down to
the level of the Bank of Russia’s key rate + 1.0%) and contract extension for three more years
to March 2025. The extension will enable the Company to find a strategic investor and take
additional measures to increase the share price.
Improvements of the forward contract terms will help the Company save RUB 275 mn per year,
with total savings over the entire term of the financial instrument set to reach RUB 1.5 bn.
The forward contract improvements brought the current effective forward rate to 5.41%, which
is significantly below the interest rates under credit instruments available in the market.
Income
The analysis of RusHydro Group’s data for 2019 shows a 0.7% decrease in actual income
against the target.
Income structure in 2019, RUB mn
Item
2019P
2019A
Sales of electricity and capacity
288,75626
291,09627
Target/actual
deviation
Absolute
2,340
Relative
0.8%
25 The RUB 7 bn contributed by the Russian Federation to the authorized capital of PJSC RusHydro in
April 2019 as part of the ongoing additional share issuance brought the total number of shares issued by
PJSC RusHydro to 433,288.9 million, with the Russian Government’s share in the Company’s authorized
capital amounting to 61.2%. The target number of shares issued by PJSC RusHydro, including additional
issuance in 2020 (the Russian Federation is expected to contribute RUB 6 bn to the authorized capital of
PJSC RusHydro), is 439,288.9 million, with the Russian Government’s share set to stand at 62.34%.
Relevant amendments to the Charter are expected to be made (to reflect additional issuance in 2019–
2020) after the Bank of Russia registers RusHydro’s Additional Issuance Report for 2020.
26 In the Adjusted Consolidated Business Plan of RusHydro Group for 2019 (as approved by resolution of
the Board of Directors (Minutes No. 295 of September 23, 2019)) the target for Sales of Electricity and
Capacity is RUB 294,943 mn. For the purpose of data comparability in the report, targets were aligned
with the IFRS 15 requirements. The costs of electricity purchased by the Group’s companies in the WECM
for production processes and other in-house needs are offset as an indemnity due to be paid to the buyer
in the amount of RUB 6,187 mn. The same amount is excluded from operating expenses in the line
“Infrastructure payments related to the sales of electricity heat”.
27 Including actual results in the lines “Sales of electricity and capacity in the retail market” in the amount
of RUB 144,924 mn, “Sales of electricity in the wholesale market” in the amount of RUB 97,995 mn, and
“Sales of capacity in the wholesale market” in the amount of RUB 48,177 mn in accordance with Note 24
213
Item
2019P
2019A
Heat and hot water sales
Government grants
Other revenue
Other operating income
Total
45,839
39,065
36,969
0
410,629
40,645
39,983
34,90128
1,174
407,799
Target/actual
deviation
Absolute
-5,194
918
-2,068
1,174
-2,830
Relative
-11.3%
2.3%
-5.6%
100%
-0.7%
Revenue from sales of electricity and capacity accounts for the largest part of proceeds (71% of
total income).
The increase in revenue from RusHydro’s sales of electricity is associated with a rise in the
actual output and net supply of electricity during the reporting period against RusHydro’s
business plan and is attributable to the efficient planning of hydropower operational regimes
amid higher-than-usual water levels in the reservoirs of the Volgo-Kama HPP cascade (H2 2019)
and Sayano-Shushenskaya HPP (H2 2019) and in the Bureyskoye water reservoir (throughout
2019)29.
The decrease in revenue from heat and hot water sales by RUB 5,194 mn (or 11.3%) is
attributable to changes in the share of intra-Group revenue, a decline in net supply against the
targets (as a result of specific climate conditions with unusually high temperatures observed
throughout Russia at the end of 2019), unscheduled maintenance works in between the heating
seasons, and consumption savings achieved through the installation of metering devices. RAO
ES East Subgroup companies account for almost 100% of total revenue from heat and hot
water sales.
The increase in government grants by RUB 918 mn against the target is attributable to higher
power consumption and changes in the relationship between PJSC Kamchatskenergo in its
capacity of supplier of last resort and energy supply organizations operating within its footprint.
The 5.6% decrease in earnings recognised as other revenue is attributable to rescheduling of
utility connections to 2020 and termination of contracts, as well as changes in the share of
intra-Group revenue against targets set for the companies of RAO ES East Subgroup.
Earnings recognised as other operating income come from penalties in the amount of RUB 992
mn and changes in the value of financial assets measured through profit and loss in the amount
of RUB 182 mn.
Expenses
to RusHydro Group’s IFRS consolidated financial statements as at and for the year ended December 31,
2019.
28 Including actual results in the lines “Rendering services for electricity transportation” in the amount of
RUB 14,218 mn, “Rendering services for connections to the grid” in the amount of RUB 10,206 mn, and
“Other revenue” in the amount of RUB 10,477 mn in accordance with Note 24 to RusHydro Group’s IFRS
consolidated financial statements as at and for the year ended December 31, 2019.
29 For more details, see the Report on progress against RusHydro Group’s Consolidated Business Plan for
2019 approved by the Company’s Board of Directors on April 9, 2020 (Minutes No. 307 of April 10, 2020).
214
In 2019, actual expenses in RusHydro Group decreased by RUB 21,872 mn (or 6.1%) against
the targets.
The greatest decline in expenses is observed in the lines “Depreciation of property, plant and
equipment and amortisation of intangible assets”, “Third party services”, and “Other expenses”.
Structure of operating expenses in 2019, RUB mn
Item
2019P
2019A
Target/actual
deviation
Absolute
Relative
Fuel expenses
Depreciation of PPE and amortization of
intangible assets
Employee benefit expenses (including
payroll taxes and pension benefit expenses)
Taxes other than on income
Third party services
Water usage expenses
Other materials
Infrastructure payments related to the sales
of electricity and heat
Purchased energy (capacity)
Other expenses
Total
71,487
71,433
-53
-0.1%
34,194
25,686
-8,508
-24.9%
80,395
14,794
39,976
4,297
10,257
46,77231
43,302
12,973
80,376
12,133
33,888
4,333
12,08530
44,05832
46,310
6,27333
-19
-2,661
-6,088
36
1,828
-2,714
3,009
0%
-18.0%
-15.2%
0.8%
17.8%
-5.8%
6.9%
-6,700
-51.6%
358,447
336,575
-21,872
-6.1%
The decrease in the line “Depreciation of property, plant and equipment and amortisation of
intangible assets” is attributable to the rescheduling of PPE commissioning and different
approaches to depreciation planning in the subsidiaries’ business plans and financial statements
as regards asset valuation methodologies.
30 Including actual results in the lines “Other materials” in the amount of RUB 11,260 mn and “Purchase
of oil products for sale” in the amount of RUB 825 mn in accordance with Note 26 to RusHydro Group’s
IFRS consolidated financial statements as at and for the year ended December 31, 2019.
31 In the Adjusted Consolidated Business Plan of RusHydro Group for 2019 (as approved by resolution of
the Board of Directors (Minutes No. 295 of September 23, 2019)) the target for Infrastructure Payments
Related to the Sales of Electricity and Heat is RUB 52,959 mn. For the purpose of data comparability in
the report, targets were aligned with the IFRS 15 requirements. The costs of electricity purchased by the
Group’s companies in the WECM for production processes and other in-house needs are offset as an
indemnity due to be paid to the buyer in the amount of RUB 6,187 mn. The same amount is excluded
from revenue in the line “Sales of electricity and capacity”.
32 Including actual results in the lines “Grid companies services on electricity distribution” in the amount
of RUB 36,955 mn, “Support of electricity and capacity market operation” in the amount of RUB 4,020
mn, and “Purchase and transportation of heat power” in the amount of RUB 3,083 mn in accordance with
Note 26 to RusHydro Group’s IFRS consolidated financial statements as at and for the year ended
December 31, 2019.
33 Including actual results in the lines “Loss on disposal of property, plant and equipment, net” in the
amount of RUB 1,582 mn, “Social charges” in the amount of RUB 1,164 mn, “Travel expenses” in the
amount of RUB 1,023 mn, and “Other expenses” in the amount of RUB 2,504 mn in accordance with Note
26 to RusHydro Group’s IFRS consolidated financial statements as at and for the year ended on
December 31, 2019.
215
The rescheduling of PPE commissioning drove down expenses in the lines “Taxes other than on
income”, “Third party services” and “Other materials”.
Lease and other third party services expenses accounted for most of the decline in the line
“Third party services” as a result of cost-cutting and business process optimisation initiatives.
The increase in the line “Other materials” was primarily driven by the growth of in-house work,
higher share of external purchases and growth in fuel supplies to third party customers.
Lower expenses in the line “Infrastructure payments related to the sales of electricity and heat”
are attributable to changes in the average transmission tariff (decline in actual prices set by
regional authorities based on tariffs), decrease in DEK’s transmission volumes and a significant
shift from external to intra-Group expenses at JSC DGK and PJSC Yakutskenergo. At the same
time, ESC RusHydro Subgroup companies saw their expenses rise as a result of higher
electricity sales volumes.
The target/actual deviation in the line “Purchased energy (capacity)” is primarily due to the
unwinding of intra-Group operations (revenue of PJSC DEK and PJSC Yakutskenergo), which
served as the basis for target calculations.
The decrease in the line “Other expenses” is primarily attributable to the decrease in social
charges and extraordinary expenses, losses on disposal of property, plant and equipment and
other expenses against the set targets. “Other expenses” account for an insignificant part of
actual operating expenses (around 2%).
Expenses in the lines “Fuel expenses”, “Employee benefit expenses (including payroll taxes and
pension benefit expenses)” and “Water usage expenses” were in line with the targets.
RusHydro Group’s financial results
Income Statement for 2019, RUB mn
Items
2019P
2019A
Revenue
Government grants
Other operating income
Operating expenses
Impairment of property, plant and
371,56434
39,065
0
-358,44717
-60,60035
366,642
39,983
1,174
-336,575
-53,53236
Target/actual
deviation
Absolute Relative
-4,923
918
1,174
21,871
7,068
-1.3%
2.3%
100%
-6.1%
-11.7%
34 In the Consolidate Income Statement form of RusHydro Group’s Adjusted Consolidated Business Plan
for 2019 approved by the Company’s Board of Directors (Minutes No. 295 of September 23, 2019),
revenue is equal to RUB 377,751 mn. For the purpose of data comparability in the report, targets were
aligned with the IFRS 15 requirements. The costs of electricity purchased by the Group’s companies in
the WECM for production processes and other in-house needs are offset as an indemnity due to be paid
to the buyer in the amount of RUB 6,187 mn. The same amount is excluded from the line “Operating
expenses”. Prior to adjustments, the approved target for this item was RUB 364,634 mn
35 Targets include impairment testing results for assets commissioned in 2019, including (-) RUB 27,400
mn for Sakhalinskaya GRES-2 (including off-site infrastructure), (-) RUB 31,700 mn for Nizhne-
Bureyskaya HPP, and (-) RUB 1,500 mn for other operations involving accrual of PPE impairment and
reversal of previously accrued impairment.
216
Items
2019P
2019A
equipment, net
Impairment of financial assets, net
Impairment of other assets
Operating profit
Finance income/(expenses), net
Share of results of associates and joint
ventures
Profit before income tax
Income tax expense
Profit for the year
-1,675
0
-10,093
-7,155
2,280
-14,967
-10,326
-25,293
-4,491
-2,045
11,156
-540
-2,757
7,859
-7,216
643
Target/actual
deviation
Absolute Relative
-2,815
-2,045
21,248
6,615
-5,037
22,826
3,110
25,936
168.1%
100%
-210.5%
-92.5%
-220.9%
-152.5%
-30.1%
-102.5%
Analysis of the Income Statement shows that RusHydro Group’s profit for 2019 exceeds target
by RUB 25,936 mn.
The positive shift in RusHydro Group’s financial results in 2019 is primarily due to the RUB
21,871 mn decrease in operating expenses and RUB 7,068 mn decline in impairment of
property, plant and equipment. The actual operating profit is 0.7% below the adjusted target.
As at December 31, 2019, long-term loans and borrowings amounted to RUB 162,528 mn, while
short-term loans and borrowings and the current portion of long-term loans and borrowings
stood at RUB 39,435 mn.
By Resolution No. 287 dated April 22, 2019, the Company’s Board of Directors approved the
Regulations on the Dividend Policy. In order to enhance the transparency and predictability of
dividend payouts, the updated version of the Regulations sets out 50% of RusHydro Group’s
IFRS net profit for the respective reporting period as the base rate for calculating dividends.
Additionally, the minimum dividend payout (lower threshold) is set at the level of the average
dividend paid for the previous three years.
Based on the Russian Government’s Decree No. 774-r dated May 29, 2006 (as amended by
Decree No. 944-r dated May 18, 2017) the Company distributed RUB 15,919 mn of its profit for
2018 as dividends, which is 50% of RusHydro Group’s financial result as determined by the
IFRS consolidated financial statements as at and for the year ended December 31, 2018.
3.
INITIATIVES ENVISAGED BY RUSHYDRO GROUP’S PROGRAMS
3.1. RusHydro Group’s Investment Program
The approved LTDP provides for financing of RusHydro Group’s investment projects in 2018–
2022 in the total amount of RUB 396,344.51 mn37 (including RUB 228,384.06 mn in the Russian
36 The actual data includes impairment testing results, including for the following assets: (-) RUB 24,111
mn for Sakhalinskaya GRES-2 (including off-site infrastructure), (-) RUB 30,735 mn for Nizhne-
Bureyskaya HPP, and RUB 1,314 mn for other operations involving accrual of PPE impairment and
reversal of previously accrued impairment.
37 RusHydro Group’s Consolidated Investment Program for 2018–2022 was approved by resolution of the
Company's Board of Directors on April 3, 2018 (Minutes No. 267 of April 4, 2018) as part of the
Consolidated Business Plan for 2018–2022 and comprises investment projects of PJSC RusHydro and its
subsidiaries included in RusHydro Group’s Consolidated Business Plan.
217
Far East), with RUB 94,269.12 mn allocated for 2019 (RUB 56,506.71 mn in the Russian Far
East).
In line with adjustments made to RusHydro Group’s Consolidated Investment Program for 2019
as regards rescheduling of certain investment projects and review of financing volumes
(approved by the Company’s Board of Directors, see Minutes No. 295 of September 23, 2019)
and improvements suggested by government authorities with respect to draft investment
programs of RusHydro Group’s subsidiaries as part of the the approval procedure prescribed for
electricity market participants by the Russian Government’s Resolution No. 977 of December 1,
2009, the target financing volume for RusHydro Group’s investment projects in 2019 stands at
RUB 103,210.76 mn (including RUB 59,639.05 mn in the Russian Far East).
In the reporting year, 89.8% of target financing was provided (equivalent of RUB 92,663.32
mn), including 87.6% of financing earmarked for the Far East (RUB 52,245.70 mn), which is
fully in line with RusHydro Group’s Investment Program.
Financing allocated for RusHydro Group’s TR&M program in 2019 amounted to RUB 37,760.51
mn38, or 89.8% of the initial target.
Structure of RusHydro Group’s investments in 201939
Focus area
RusHydro Group’s core
companies
TR&M
Construction of new facilities
Utility connection
Other
RusHydro Group’s non-core
companies
Total for Consolidated
Investment Program
Financing
for 2019, RUB mn
target
Actual
Financing
2019, RUB mn
for
Performance
the
against
annual plan,
%
100,142.19
90,514.60
90.4 %
41,082.74
40,924.49
11,689.47
6,445.48
37,431.34
38,908.73
8,478.40
5,696.13
3,068.56
2,148.72
91.1 %
95.1%
72.5 %
88.4 %
70.0 %
89.8 %
87.6 %
including in the Russian Far East
59,639.05
103,210.76
92,663.32
52,245.70
In the reporting year, the key drivers of discrepancies between actual and target financing
under the Consolidated Investment Program were as follows:
updates on the work schedules for rehabilitation and modernization, with the reasons
(cid:0)
including more time required for contractors to complete their assignments and reductions in
project costs following approval of design documentation (-RUB 4.28 bn);
updates on the work schedules for utility connection contracts based on customer
(cid:0)
requests (-RUB 3.21 bn);
38 Including TR&M programs of RusHydro’s other subsidiaries where actual financing came in at RUB
329.17 mn vs the target of RUB 959.28 mn
39 In terms of financing.
218
revision of actual spending with savings achieved upon the completion of such
(cid:0)
investment projects as Construction of GTP-CHPP at the Central Steam and Water Boiler Site in
Vladivostok, Construction of Hot-Water Peaking Boiler Plant at Yakutskaya GRES, and
Construction of Power Distribution System at the CHPP in Sovetskaya Gavan (-RUB 1.0 bn);
review of the contractor guarantee payment timing based on the actual acceptance
(cid:0)
certificate dates at Sakhalinskaya GRES-2 commissioned in Q4 2019, with RUB 0.9 bn worth of
financing postponed until 2020.
According to the 2019 schedule, RusHydro Group planned to commission 836,81 MW and
323.99 Gcal/h of new capacities. The actual figures for 2019 were 854.57 MW and 326.39
Gcal/h40, including 787.22 MW contributed by newly constructed facilities, in particular, 120 MW
by Sakhalinskaya GRES-2 (stage 1), 320 MW by Nizhne-Bureyskaya HPP, 346 MW by
Zaramagskaya HPP-1 and 1.22 MW by Sakhaenergo.
1.1. RusHydro’s Production Program
The approved LTDP sets out amounts to be spent41 on production programs in 2018–202242 as
follows:
RUB 15,985.83 mn for the repairs program, including RUB 3,095.19 mn in 2019.
RUB 6,180.87 mn for the maintenance program, including RUB 1,157.02 mn in 2019.
RUB 3,352.52 mn for the R&D program, including RUB 673.16 mn in 2019.
Adjusted amounts to be spent on production programs in 2018–2022 are as follow43:
RUB 16,453.03 mn for the repairs program, including RUB 3,203.94 mn in 2019.
RUB 6,327.22 mn for the maintenance program, including RUB 1,180.83 mn in 2019.
RUB 3,538.12 mn for the R&D program, including RUB 706.05 mn in 2019.
Progress against the programs in 2019
40 As at January 1, 2020.
41 The expenses were aligned with the Company's draft production program for 2018–2023 available at
the time of the LTDP approval (with spending amounts calculated until 2022). The key metric was the
amount to be spent (excluding VAT) rather than the financing volumes. The expenses were converted to
account for indicative future prices in 2020–2022 using the base case industrial deflator index from PJSC
RusHydro’s Uniform Scenario Conditions.
42 For more details on financing under the TR&M program, see the section on RusHydro Group’s
Investment Program.
43 The repairs, maintenance and R&D programs for 2018–2023 were approved by resolution of the
Company’s Management Board (Minutes No. 1099/1pr of April 26, 2018, No. 1105pr of June 1, 2018, No.
1108pr of June 8, 2018, No. 1109pr of June 14, 2018, No. 1113pr of June 22, 2018, No. 1115pr of June
29, 2018, No. 1119pr of July 17, 2018, and No. 1122pr of July 26, 2018). The Management Board also
resolved to use the amount to be spent as the key metric rather than the financing volumes. The
expenses were converted to account for indicative future prices in 2020–2022 using the base case
(optimistic) index from PJSC RusHydro’s Uniform Scenario Conditions (see Order No. 12 of January 15,
2020).
219
Progress by programs44
Repairs program
Maintenance program
R&D program
Spending
target
for
RUB mn
2019,
Actual
spending
for 2019,
RUB mn
Performance
the
against
annual plan,
%
3,203.94
1,180.83
3,215.27
100.4%
1,043.68
706.05
576.42
88.4%
81.6%
The spending target under RusHydro’s repairs program for 2019 was exceeded by 100.4%:
actual spending amounted to RUB 3,215.27 mn vs the initial target of RUB 3,203.94 mn.
The spending target under RusHydro’s maintenance program for 2019 was met by 88.4 %:
actual spending amounted to RUB 1,043.68 mn vs the initial target of RUB 1,180.83 mn. The
decrease in works completed under the maintenance program comes as a result of the Russian
Government’s instructions to cut operating expenses45 and revision of the downtime schedule.
The spending target under RusHydro’s R&D program for 2019 was met by 81.6 %: actual
spending amounted to RUB 576.42 mn vs the initial target of RUB 706.05 mn. The decrease in
works completed under the R&D program comes as a result of the Russian Government’s
instructions to cut operating expenses22 and savings achieved in procurement.
2019 highlights:
Rehabilitation of generator No. 3 at Volzhskaya HPP was completed.
Rehabilitation of hydropower units No. 7 at Votkinskaya HPP and No. 5 Votkinskaya HPP
was completed, with turbines and generators replaced.
Modernization of turbines No. 3 and No. 6 at Kamskaya HPP was completed, with the
turbine top cover replaced.
Upgrade of hydropower unit No. 3 at Rybinskaya HPP was completed, with a turbine and
a generator replaced.
Replacement of turbine No. 2 at Novosibirskaya HPP and turbines No. 1 and No. 9 at
Saratovskaya HPP was completed.
Replacement of the 2(cid:488)(cid:506) auto-type transformer (phase (cid:488), phase (cid:490), phase (cid:505)) at
Votkinskaya HPP was completed.
A new main control board was commissioned at Novosibirskaya HPP.
At Cheboksarskaya HPP, the runner was replaced on-site for turbines No. 3 and No. 11,
the stator and the iron piece of the rotor rim were replaced at generator No. 3, and the
stator and tachometer generator were replaced at generator No. 11. On top of that,
44 For more details on progress against the TR&M program in terms of financing, see the section on
RusHydro Group’s Investment Program.
45 Instructions of the Russian Government No. DM-P13-9024 of December 8, 2014 calling for the
reduction of operating expenses (costs) by at least 2–3% per year.
220
obsolete oil circuit breakers of the plant’s 220 kV outdoor switchgear equipment were
replaced with the latest gas-insulated ones.
The generator excitation system was replaced at hydropower unit No. 1 of Zeyskaya
HPP.
A new modern switchgear was commissioned at Zagorskaya PSPP.
The Production Program in 2019 brought about an incremental capacity increase of 62.5 MW,
including 30.0 MW contributed by Votkinskaya HPP, 12.0 MW by Saratovskaya HPP, 10.5 MW
by Zhigulevskaya HPP, and 10.0 MW by Novosibirskaya HPP.
1.2. Production Program of RAO ES East
The LTDP sets the amount to be spent under the Repairs Production Program of RAO ES East in
2018–2022 at RUB 69,854.11 mn46, including RUB 12,674.58 mn to be spent in 2019.
In 2019, spending targets under the Repairs Production Program of RAO ES East were adjusted
based on the actual performance in 2018, with new spending targets for 2018–2022 approved
at RUB 84,205.72 mn, including RUB 16,194.84 mn earmarked for 201947.
Progress against the Program in 2019
Progress by focus areas48
Spending
for 2019, RUB mn
target
Actual
for 2019, RUB mn
spending
Achievement,
%
Repairs Program
16 194,84
15 440,55
95,3%
The spending target under the repairs program of RAO ES East for 2019 was met by 95.3 %:
actual spending amounted to RUB 15,440.55 mn vs the initial target of RUB 16,194.84 mn.
The target/actual discrepancy under the program is due to the trading and purchasing savings
achieved.
Highlights of RAO ES East’s Production Program in 2019:
TR&M:
46 Duly reviewed and approved by the governance bodies of RusHydro’s subsidiaries. The key metric
assumed for calculation purposes is the amount to be spent (excluding VAT) rather than the financing
volumes.
47 Adjustments to the repairs production programs included in the subsidiaries’ business plans for 2019
were duly reviewed and approved by the governance bodies of RusHydro’s subsidiaries. See resolutions
of the Board of Directors (Minutes): No. 10 of September 18, 2019 for JSC DRSK, No. 6 of September 23,
2019 for PJSC Kamchatskenergo, No. 13 of September 23, 2019 for JSC Sakhaenergo, and No. 17 of
September 12, 2019 for PJSC Yakutskenergo. For the remaining subsidiaries, repairs production programs
included in the business plans for 2019–2023 were approved by the following resolutions of the Board of
Directors: No. 25-18 of December 3, 2018 for PJSC Magadanenergo, No. 19 of December 7, 2018 for
JSC Teploenergoservis, No. 23-18 of December 7, 2018 for JSC Chukotenergo, No. 9 of November 23,
2018 for JSC UESK, No. 12 of December 4, 2018 for PJSC Sakhalinenergo, No. 15/2018 of December 20,
2018 for PJSC Mobile Energy, and No. 6 of September 12, 2019 for JSC DGK.
48 For more details on progress against the the Production Program program as regards financing of the
Rehabilitation and Modernization Program, see the section on RusHydro Group’s Investment Program.
221
Rehabilitation of power units No. 2 and No. 3 and rehabilitation of hot water boiler49
No. 2 at Neryungrinskaya GRES (JSC DGK).
Modernization of air heaters at boiler No. 3 of Khabarovskaya CHPP-3 (JSC DGK).
Gasification of Anadyr CHPP (JSC Chukotenergo), with boiler No. 1 to be converted to
combined combustion of coal and natural gas (partly completed).
Gasification of hot-water peaking boiler plant at Khabarovskaya CHPP-3 (JSC DGK), with
the PTVM-180 boiler No. 1 to be converted to natural gas combustion (partly
completed).
Rehabilitation of substations and transmission lines to ensure stable power supply for
existing consumers and new customers.
Rehabilitation of heat supply networks in the run-up to the heating season.
As part of the repairs program, the reporting year saw 29 turbo generators (vs target of 28),
29 boilers (vs target of 29), 62 generators (vs target of 63) and 62 transformers50 (vs target
of 55) undergo major and heavy repairs, including overhaul of boilers at power unit No. 3 of
Primorskaya GRES, boiler No. 7 of Khabarovskaya CHPP-1, boiler No. 1 of Anadyr CHPP, turbo
generator No. 3 at the Cascade of Viluysky HPPs, and gas turbine units No. 2 and No. 7 of
Yakutskaya GRES.
In June 2019, unscheduled overhaul of gas turbine unit No. 1 (LM6000 PF GE gas turbine) at
Yakutskaya GRES-2 was completed.
The reporting year saw 5,105 km of power grids and 53.9 km of heat supply networks repaired.
As part of the repairs program, a number of initiatives were implemented to improve equipment
efficiency
Primorskaya GRES,
Neryungrinskaya GRES, Khabarovskaya CHPP-1 and Khabarovskaya CHPP-3, with investments
totaling RUB 367.467 mn.
reliability
including
JSC DGK
plants,
and
at
Efforts to reduce the wear and tear of production assets
Electric networks: RAO ES East operates 21,953 transformer substations with voltage of
0.4 to 220 kV and over 105,020 km of transmission power lines. As at December 31, 2019,
equipment health indices51 for the company’s assets were as follows: 73.7% for transmission
lines with voltage of 110 kV and higher and 68.5% for transformer substations with voltage of
110 kV and higher.
49 KVTK-100-150.
50 Only 35–220 kV transformers are included.
51 Calculated based on the Russian Government's Resolution No. 1401 On Comprehensive Assessment of
Power Facilities’ Engineering and Economic Health, Including Determination of Power Grid Facilities’
Physical Wear and Energy Efficiency, and Procedure to Monitor their Health Indicators dated
December 19, 2016 and Order of the Russian Ministry of Energy No. 676 On Approval of Engineering
Health Assessment Guidelines for Process Equipment and Transmission Lines of Power Plants and Electric
Power Gridsdated July 26, 2017.
222
Generating facilities: RAO ES East operates 109 turbo generators and 150 boilers. As at
December 31, 2019, equipment health indices34 for the company’s assets were as follows:
82.1% for turbo generators and 62.2% for boilers.
1.3.
RusHydro Group’s Innovative Development Program
In accordance with RusHydro Group's Innovative Development Program for 2016–2020 with a
Prospect up to 202552
(“RusHydro’s IDP”), target financing for 2018–2020 stands at
RUB 7,325.7 mn53, including RUB 1,666.2 mn for PJSC RusHydro54 and RUB 5,659.5 mn for
JSC RAO ES East. RUB 2,429.8 mn is earmarked for 2019, including RUB 548.3 mn for
PJSC RusHydro and RUB 1,881.5 mn for JSC RAO ES East.
The medium-term action plan under RusHydro’s IDP for 2019–202355 approved by resolution of
the Company’s Board of Directors on May 17,2019 (Minutes No. 289 of May 20, 2019) made
adjustments the financing volumes to be allocated for the innovative development of RusHydro
in 2019–2020, with funding for 2018–2020 amounting to RUB 2,537.3 mn56, including
RUB 801.1 mn for 2019. Below is the breakdown of financing by target initiatives:
RUB 762.7 mn for innovative projects and initiatives, including RUB 646.2 mn for R&D
projects.
RUB 38.4 mn for the development of cooperation with third party organizations and
implementation of open innovation principles.
financing under RusHydro’s medium-term action plan
Actual
to
RUB 483.3 mn, or 60.3% of the annual target. Below is the breakdown of financing by target
initiatives:
in 2019 amounted
RUB 441.0 mn (or 57.8% of the annual target) for innovative projects and initiatives, including
RUB 395.9 mn (or 61.3% of the annual target) for R&D projects.
RUB 42.1 mn (or 109.6% of the annual target) for the development of cooperation with third
party organizations and implementation of open innovation principles.
52 Approved by the Company’s Board of Directors on November 22, 2016 (Minutes No. 244 of
November 23, 2016).
53 Pursuant to RusHydro Group’s Innovative Development Program for 2016–2020 with a Prospect up
to 2025 approved by the Company’s Board of Directors on November 22, 2016 (Minutes No. 244 of
November 23, 2016).
54 PJSC RusHydro (headquarters and branches), JSC NIIES, JSC Vedeneev VNIIG, JSC Hydroproject
Institute, JSC Lenhydroproject and JSC Mosoblhydroproject.
55 Pursuant to the Guidelines on Development and Adjustment of Innovative Development Programs for
Joint-Stock Companies Partially Owned by the Government, State Corporations, State Companies and
Federal State Unitary Enterprises approved by the Interdepartmental Commission for Technological
Development under the Government Commission for Economic Modernization and Innovative
Development of Russia (Minutes No. 34-D01 of October 25, 2019), the planning horizon for medium-term
action plans to implement innovative development programs of electric power companies should be four
to five years. The medium-term action plan under RusHydro’s IDP was developed for a term of five years
to align it with RusHydro Group’s Consolidated Investment Program.
56 The RUB 909.4 mn target for 2018 is provided as per the medium-term action plan under RusHydro’s
IDP for 2018–2022 approved by the Company’s Board of Directors on May 31, 2018 (Minutes No. 271 of
June 1, 2018). Information on the Innovative Development Program of RAO ES East is provided
separately.
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Key reasons behind the failure to meet the target in full:
rescheduling of financing for certain works for 2020 due to longer procurement
procedures;
lower event costs and revision of financing schedules due to the requirements of tender
procedures.
2019 highlights:
Modernization of reinforced-concrete penstock encasements, including application of
protective coatings.
Development of a solid-state storage power plant (SSPP) offering gravity-type energy
storage driven by solid loads, including development of prototypes of mechanic arms
required for the plant’s construction.
Development of an automated warning system to detect ruptures and measure turbine
flows at RusHydro’s diversion and impoundment HPPs.
Development of recommendations on assessing the human impact on tailraces with
regard to the HPP equipment, hydraulic structures and energy efficiency.
Development of a hardware and software system for monitoring and predicting the
reliability of HPP/PSPP hydraulic structures in geologically challenging environments.
Research into new technologies to repair and rehabilitate hydraulic structures and their
elements as a way to extend their lifespan and reliability, development of
implementation guidelines.
Reliability analysis of gas turbine units and development of a database and guidelines to
assess their health.
The medium-term action plan under the Innovative Development Program of RAO ES East
for 2019–2023 approved by the Board of Directors of RAO ES East (Minutes No. 209 of
September 24, 2019) made adjustments the financing volumes to be allocated for the
innovative development of RAO ES East in 2019–2020, with funding for 2018–2020 amounting
to RUB 7,126.0 mn57, including RUB 2,673.3 mn for 2019. Below is the breakdown of financing
by target initiatives:
RUB 2,600.4 mn for innovative projects and initiatives, including RUB 244.4 mn for R&D
projects.
RUB 4.4 mn for the development of a management system for innovations and
innovation infrastructure.
RUB 68.5 mn for the development of cooperation with third party organizations.
57 The RUB 2,330.3 mn target for 2018 is provided as per the medium-term action plan under the IDP of
RAO ES East for 2018–2022 approved by the Company’s Board of Directors on May 31, 2018 (Minutes
No. 271 of June 1, 2018).
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Actual financing for RAO ES East in 2019 amounted to RUB 2,267.8 mn, or 84.8% of the annual
target. Below is the breakdown of financing by target initiatives:
RUB 2,123.4 mn (or 81.7 % of the annual target) for innovative projects and initiatives,
including RUB 222.97 mn (or 91.2 % of the annual target) for R&D projects.
RUB 2.7 mn (or 61.4% of the annual target) for the development of a management
system for innovations and innovation infrastructure.
RUB 141.8 mn (or 207.0 % of the annual target) for the development of cooperation
with third party organizations.
Key reasons behind the failure to meet the target in full:
rescheduling of financing for certain works for 2020 due to longer procurement
procedures;
lower event costs and revision of financing schedules due to the requirements of tender
procurement procedures.
RAO ES East’s highlights in 2019:
Development and implementation of a process to partially restore heat transfer surface
elements of cogeneration heat exchange equipment (tubes) instead of replacing the
entire tube bundle (Khabarovskaya CHPP-3, Khabarovsk Generation branch of DGK).
Development of a technology to protect the surface of slurry pipelines designed for high
coal ash slurry. Delivering a commercial prototype (Khabarovskaya CHPP-3, Khabarovsk
Generation branch of DGK).
In line with the resolution of the Government Commission for Economic Modernization and
Innovative Development of Russia (Minutes No. 2 of October 22, 2018), in 2019 RusHydro
Group completed the development of its Innovative Development Program for 2020–2024 with
a Prospect up to 2029 (the “Innovative Development Program of RusHydro Group, IDP or
Program”).
The Program builds on the findings of an analysis comparing the Group's technological
capabilities and innovation KPI with those of its major peers (the "Comparison"). Based on the
Comparison conducted in 2019, RusHydro reviewed its technical priorities and drafted an action
plan to support further technological development of the Group.
The KPI system under the IDP covers all companies of RusHydro Group (reflecting the fusion of
innovative development programs of PJSC RusHydro and JSC RAO ES East).
The IDP has obtained affirmative opinions from the Russian Ministry for the Development of the
Russian Far East and Arctic and Ministry of Education and Science. Review of the updated
version by the Interdepartmental Commission for Technological Development under the
Government Commission for Economic Modernization and Innovative Development of Russia
(the Interdepartmental Commission) is slated for Q2 2020. Once approved by the
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Interdepartmental Commission, the updated Innovative Development Program of RusHydro
Group will be submitted for review and approval by the Company’s Board of Directors.
4. FAR EASTERN ASSETS PERFORMANCE
4.1.
Tariff regulation
As part of efficiency enhancement at RusHydro Group’s Far Eastern assets, the Company is
working to implement a long-term tariff regulation methodology.
The Company contributes to the regulatory process aimed at implementation of such methods
through intense cooperation with federal executive authorities (hereinafter, FEAs), NP Market
Council, and other agencies.
Based on RusHydro’s proposals, the relevant FEAs have developed and submitted the following
draft regulations:
The Russian Government’s Resolution No. 64 dated January 30, 2019, On Amendments
to Certain Acts of the Government of the Russian Federation Concerning Regulation of
Prices (Tariffs) for Electricity (Capacity) Supplied to Technologically Isolated Local
Electric Power Systems and in Areas not Technologically Linked with the Unified Energy
System of Russia and Technologically Isolated Local Electric Power Systems; and
The Russian Government's Resolution No. 837 dated June 29, 2019 On Amendments to
Pricing Basis in the Field of Regulated Prices (Tariffs) for Electric Power (for the non-
price zone of the wholesale electricity and capacity market).
These regulations support implementation of long-term tariff regulation in the non-price zone of
the wholesale electricity and capacity market, in the isolated energy systems, and in energy
systems that are not linked to the UES or isolated systems. This will ensure the possibility to
revise the energy companies’ index-linked cost base and bring the required gross revenue and
generation tariffs to an economically justified level. In respect of TPPs located in the non-price
zone, the new methodology for long-term indexation of required gross revenues will be applied
starting July 1, 2020.
In order to secure the implementation of long-term regulation for technologically isolated local
electric power systems and for areas that are not technologically linked with the Unified Energy
System and technologically isolated local electric power systems, Russia’s Federal Antimonopoly
Service approved the respective guidelines (Order No. 686/19 dated May 29, 2019), which were
applied to electricity tariffs for 2020.
Guidelines are also being developed for calculation of regulated electricity (capacity) prices
(tariffs) for wholesale market suppliers that own or otherwise control thermal power plants
operating in the non-price zones of the wholesale electricity and capacity market, where tariffs
are established through long-term indexation of required gross revenue.
In addition, the Russian Government’s Resolution No. 43 dated January 25, 2019 On Selecting
Projects to Upgrade Generating Facilities of Thermal Power Plants was enacted, providing for
introduction of an ROI framework similar to capacity supply agreements.
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Another government resolution is being drafted that will establish the rules for calculation of
electricity and capacity prices and the manner of payments on the electricity and capacity
market.
4.2.
Fuel cost optimization
During the reporting period, RAO ES East continued to streamline its fuel supply system by:
1) Preventing the fuel supply risk exposure for generating facilities located in the Far East
(including the Kamchatka and Khabarovsk Territories).
Kamchatskenergo’s energy facilities currently require about 425.4 mn m³ of natural gas
annually. However, only 349.2 mn m³ was supplied in 2019, and a further decrease to
150.0 mn m³ is expected by 2030, so that the natural gas will have to be substituted by heating
oil, which is a higher-cost alternative.
Given the reduced gas supplies to Kamchatka's CHPP-1 and CHPP-2 from Gazprom
Mezhregiongaz Far East, Kamchatskenergo replaced them by increasing heating oil purchases
by 49,600 tonnes vs. 2018, so the actual amount procured in the reporting year reached
116,100 tonnes.
Pursuant to Russian President's Instruction No. Pr-2486 dated December 25, 2018 concerning
natural gas supplies to the Khabarovsk Territory after September 2025, the Russian Ministry of
Energy held a meeting on June 19, 2019 with representatives from the Ministry of Economic
Development, the Ministry for Development of the Russian Far East, and Gazprom, which
resulted in a decision to appoint Gazprom as the gas supplier for the Khabarovsk Territory’s
consumers starting September 2025.
On November 19, 2019, Gazprom’s Board of Directors issued its decision No. 3336 authorizing
its CEO Alexei Miller to ensure that the required gas volumes are included in the production and
distribution balance and that Gazprom’s CAPEX program integrates, starting from 2020,
measures to make the Sakhalin–Khabarovsk–Vladivostok gas trunkline available to consumers in
the Khabarovsk Territory who are currently connected to the Okha–Komsomolsk trunkline.
2)
Reducing the transportation cost component in the reporting period.
The Company continued supplying fuel to Yakutian utility companies using the Northern Sea
Route and transhipping it through the ports located in the North-Western Federal District.
During 2019, this route was used to ship about 30,000 tonnes of diesel fuel to Yakutia’s
northernmost areas and about 37,000 tonnes to heat generators in its Ust-Yansky District. This
logistic scheme minimizes the fuel undersupply risk as compared to reliance on the Lena river,
whose upper reach often becomes shallow, and brings cost efficiencies due to reduced
transportation expenditures.
Demonopolizing the Far Eastern energy market, enhancing competition, and diversifying
3)
fuel supplies towards non-standard coal grades.
In 2019, the Company piloted the combustion of non-standard lignite produced by Russian
Coal’s Pereyaslovskiy mine mixed with standard coal from their Erkovetskiy mine in the ratio of
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1 to 2 at Power Station 5 of Blagoveshchenskaya CHPP operated by DGK’s Amur Generation
subsidiary. The pilot combustion resulted in an approval for commercial operation. Another pilot
combustion project was completed at Magadanenergo’s Magadanskaya CHPP and involved non-
standard hard coals produced by Russian Coal’s Chernogorskoye and Beiskoye deposits in the
ratio of 40/60. The pilot project resulted in an approval for commercial operation.
Negotiating long-term coal supply contracts (for at least three years) that include pricing
4)
provisions for each subsequent calendar year based on the market environment.
Coal supplies from Tuimaada-Ugol were secured for 2019–202158 to meet the needs of
Chukotenergo’s Chaunskaya CHPP.
5)
New fuel supply contracts negotiated with RAO ES East provide for reduction of the coal
prices in day-to-day deliveries and deviations from the contractual terms depending on the coal
properties (humidity, ash content, calorific value). RUB 930.5 mn was saved on day-to-day coal
supplies during 2019.
6)
For spot market purchases based on best price offered, framework agreements signed in
2019 included 12 agreements for supplies of coal to meet excess requirements of DGK and 21
agreements for supplies of oil products (diesel fuel, heating oil).
4.3. Receivables management
The consumer receivables for electric and thermal energy to RusHydro’s subsidiaries in the Far
Eastern Federal District59 (hereinafter RusHydro’s Far Eastern subsidiaries) as at December 31,
2019 amounted to RUB 35,103 mn60 (debt growth for 2019 was RUB 1,269 mn, or 3.8%).
Electric energy
As at December 31, 2019, consumer receivables for electricity to RusHydro’s Far-Eastern
subsidiaries amounted to RUB 15,518 mn (an increase in the debt during the reporting period
of RUB 409 mn).
The highest growth was seen in the following groups: utility companies – RUB 415 mn;
households on direct contracts – RUB 334 mn; grid companies (losses) – RUB 327 mn.
The decrease was across the following groups: transportation and communications facilities;
enterprises financed from the federal budget; wholesalers-resellers.
The bulk of accounts receivable is held by the following groups of consumers: households –
27.6%, utility companies – 22.9%, management companies and housing cooperatives – 12.3%,
industry – 10.8%, grid companies (losses) – 7.9%. The share of these groups in the total
accounts receivable is 81.5%.
Heat energy
58 Contract No. 1/2019 dated May 24, 2019.
59
PJSC DEK,
The
covers
control
PJSC Kamchatskenergo,
PJSC Sakhalinenergo, JSC Chukotenergo, JSC UESK, JSC Sakhaenergo, JSC Teploenergoservis, and
PJSC Mobile Energy (Peredvizhnaya Energetika).
60 According to the consolidated data of the sales units of RusHydro’s Far Eastern subsidiaries.
PJSC Yakutskenergo,
JSC DGK,
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As at December 31, 2019, consumer receivables for thermal energy to RusHydro’s Far-Eastern
subsidiaries amounted to RUB 19,585 mn (an increase in the debt during the reporting period
of RUB 860 mn).
The main growth was across the following groups: households on direct contracts –
RUB 967 mn; heat for offsetting losses RUB 556 mn (the growth came from the regulator’s
decisions on tariffs that saw expenses on offsetting losses to heat transmission companies be
included in the tariff only starting H2 2019).
The share of these consumer groups in the structure of receivables was 61.0% of the total
debt.
RusHydro’s Far Eastern subsidiaries take all measures stipulated by the current legislation to
ensure timely receipt of funds for current payments and repayment of receivables:
1. In 2019, 227,571 lawsuits were filed for electricity and heat, totalling RUB 11,454 mn.
RUB 7,674 mn was collected through claims and writs of execution for electric and thermal
energy (including previously filed lawsuits).
2. Working with federal, regional level authorities to assist in the payment of debts of
subordinate budget organizations, as well as in the allocation of additional funds to housing and
utility enterprises and heat supply organizations for settlements with resource providers.
In 2019, 120,657 consumers entered into direct contracts, leading to a decrease in the
receivables from management companies and an increase in collection rates for consumers that
used to make settlements through management companies.
3. RusHydro's Decree No. 225r dated May 16, 2019 laid down a model program for managing
the receivables of subsidiaries that operate on retail electricity and heat markets. Pursuant to
the program, RusHydro’s subsidiaries have introduced and approved their own programs that
assign those responsible for implementing the measures and the respective deadlines. In 2019,
each Far Eastern subsidiary of RusHydro submitted reports on their implementation progress.
4. Control and monitoring of calculations made by suppliers of electric and heat energy for the
needs of enterprises of the Ministry of Defense of Russia.
5. As part of the efforts to increase the revenues (sales of electricity at above-tariff prices) of
JSC DGK, PJSC Yakutskenergo and JSC RAO ES East, bilateral electricity sales contracts were
concluded with PJSC Inter RAO, Rusenergosbyt LLC and Rusenergoresource LLC in 2019, with
the sales amounting to 1,394.6 mn kWh.
PJSC DEK and RusHydro, PJSC Yakutskenergo and RusHydro signed bilateral agreements
in 2019. The volume of electric energy purchased amounted to 407.4 mn kWh.
4.3. Developing generating capacities in the Far Eastern Federal District
Order of the Russian Government No. 1544-r dated July 15, 2019 set out a list of projects put
forward by RusHydro to build and modernize thermal power plants in the Far East: construction
of Artyomovskaya CHPP-2 (420 MW, 483 Gcal/h), Khabarovskaya CHPP-4 (328 MW, 1,374
Gcal/h), the second stage of Yakutskaya GRES-2 (154 MW, 194 Gcal/h) and modernization of
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Vladivostokskaya CHPP-2 (turbines No. 1, 2, 3 and boilers 1–8; the electric and heat capacity of
the equipment will increase from 283 MW to 360 MW and from 506 Gcal/h to 570 Gcal/h
respectively).
The implementation of these projects will not only provide replacements for the generating
facilities that are being decommissioned due to highly deteriorated equipment, but also lay the
ground for further social and economic development of the Far Eastern Federal District.
Key 2019 initiatives:
Completed the first design stage – a study of financeability.
Received a positive opinion in the independent public technology and price audit (TPA),
whose results were approved at a joint meeting between the R&D board of NP Scientific
and Technical Council of the Unified Energy System and the Section on Reliability and
Safety of Large-scale Energy Systems of the Russian Academy of Sciences’ Research
Council on Major Problems in the Energy Sector (Minutes No. 3/19 dated May 6, 2019,
Minutes No. 4/19 dated May 15, 2019).
Had projects approved by the Government Commission on the Development of the
Electric Power Industry (Minutes No. 2 dated May 29, 2019).
At the moment, design and survey works are still underway.
The Russian Ministry of Energy is developing a regulatory framework in respect of return
calculation and ROI mechanisms for modernization and new facility construction projects in the
Far East.
4.5. EV charging network development in the Far East
In the run-up to the 5th Eastern Economic Forum, on September 3, 2019, RusHydro launched
the first network of electric vehicle fast charging stations in the Far East, with ten stations being
opened in Vladivostok, Artyom and Ussuriysk. Two months later, as part of the Amur Economic
Forum, another station was opened in the Amur Region's Blagoveshchensk. To further support
the project, RusHydro and the administrations of the Primorsky Territory and the Amur Region
signed agreements on joint development and implementation of a program to promote electric
vehicles and ensure the adequate charging infrastructure, including that for public transport
(electric buses).
For the convenience of EV owners, charging stations have been installed in the parking lots of
supermarkets and shopping and entertainment centers, near the offices of RusHydro's single
settlement centers, and at filling stations.
During the time that the charging stations were in operation, RusHydro observed high demand,
with electric car owners doing several thousand charging sessions. There were many positive
comments and suggestions for further expansion. To support the project and the network's
users, RusHydro created a dedicated website (charge.rushydro.ru), as well as a WhatsApp
group for processing customer queries.
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The project is slated for scale-up in the following priority regions: Primorsky Territory, Amur
Region, Khabarovsk Territory, Sakhalin Region, Kamchatka Territory, which will include the
construction of charging stations to enable electric vehicle travel between the key cities of the
Far East.
5.
IMPROVING THE CORPORATE GOVERNANCE SYSTEM
In 2019, the Company continued implementing the standards set forth in the Corporate
Governance Code (hereinafter referred to as the “CGC” or the “Code”), to improve overall
corporate governance, by consistently amending the internal regulations and applying the
standards in the day-to-day operations.
The following key actions were taken in reporting period:
The Board of Directors of the Company approved a new version of the Regulations on
Dividend Policy (Minutes No. 287 dated April 22, 2019) and the Regulation on the
Assessment of the Activities of the Board of Directors and the Board of Director
Committees of PJSC RusHydro (Minutes No. 283 dated February 21, 2019);
On June 28, 2019, the Company’s shareholders could for the first time vote at the
Annual General Meeting of Shareholders using an electronic voting system, while also
having an opportunity to benefit from a new forum on the meeting agenda;
The revised Internal Control and Risk Management Policy of RusHydro Group was
approved, which further enhanced of the role of the Board of Directors in the risk
management. Guidelines on RusHydro Group’s Risk Appetite were approved the
Company’s Board of Directors ;
The Company’s Charter and internal regulations were amended to include the following
corporate governance enhancement clauses Company: Resolutions on critical matters
set forth in recommendation 170 of the Code shall be passed by a majority vote
involving all elected directors; shareholders shall have access the list of persons entitled
to attend General Meetings of Shareholders as soon as such list becomes available to
the Company; material corporate actions involving a potential conflict of interest shall be
assessed by independent directors; shareholders holding in aggregate no less than two
(2) percent of the Company voting shares shall be entitled to make proposals for the
agenda of the Board of Directors.
The quality and level of detail of information disclosed in the Company’s Annual Report
and on the Company’s website were improved.
In April 2019, a meeting of the Board of Directors held in person reviewed results of the
corporate governance practice assessment and self-assessment of the Board of
Directors’ performance, marked positive changes in the assessments by independent
experts and took note of the proposals put forward to improve the Board’s performance
(Minutes No. 287 dated April 22, 2019).
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In September 2019, the RID affirmed the corporate governance ranking at 8 (“Advanced
Corporate Governance Practice” according to the National Corporate Governance Rating (NCGR)
scale). RusHydro is the first company in the energy industry to receive such a high rating.
In 2019, RusHydro secured its position among the top 10 leaders in the area of compliance with
the corporate governance principles of the fifth annual “National Corporate Governance Index
2019” survey. The survey was carried out by the Centre for Corporate Development
‘TopCompetence’ with involvement of the Centre for Systemic Transformations of the
Economics Department of Lomonosov Moscow State University and Moscow Exchange.
In January 2020, Internal Audit assessed the corporate governance practices in 2019 by
determining whether they meet the criteria set forth in the Methodology for Assessment of
RusHydro’s Corporate Governance Framework endorsed by the Audit Committee under the
Board of Directors of RusHydro (Minuted No. 123 dated October 22, 2018) and approved by
PJSC RusHydro’s Order No. 799 dated October 18, 2018. The Methodology is based on the
Federal Agency for State Property Management's Methodology approved by Order No. 306
dated August 22, 2014.
RusHydro’s overall corporate governance rating was 92% out of 100% (89% in 2018).
According to the assessment results, the Company's corporate governance system is recognized
as “Effective”. This assessment indicates that the system is functioning properly in all essential
aspects, but there are some modest weaknesses and a room for improvement.
In addition, the Company was fully committed to compliance with the Corporate Governance
Code over the reporting period: Senior Independent Director was elected; performance of the
Company’s risk management and internal control system was assessed; corporate governance
practices in the Company were discussed; report on the implementation of the Company’s
Information Policy Regulations was reviewed; etc.
As a result of corporate governance improvement efforts and implementation of the standards
set forth in the Code, RusHydro came to observe 95% of the principles in 2019, compared to
92% in 2018.
RusHydro (including indirectly, through subsidiaries) has stakes in authorized capital of
companies engaged in electricity and heat generation and distribution, energy facilities design,
construction, repair, maintenance, rehabilitation and modernization, and other activities.
In 2019, in addition to streamlining the Group's structure, RusHydro took measures aimed at
improving the corporate governance system of its subsidiaries. The Company implemented
standard charters in the subsidiaries to align them with the current law, to harmonise
approaches to approving transactions, and to reduce the corporate procedures’ timelines.
6.
IMPROVING THE STAFFING SYSTEM
The following measures were taken in 2019 to enhance the staffing system:
The Plan for the Introduction of Professional Standards into the Company’s Operations
that had been approved for a period of 2016–2019, was realised in full. Based on the
measures taken, as at the end of 2019, 93% of the Company's employees meet the
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qualification requirements of the occupational standards underwritten by the Company.
53 hydro- and heating power sector’s occupational qualifications developed by RusHydro
Group experts to be used in the work of the Qualifications Assessment Centre, were
approved by the Energy Sector Occupational Qualifications Council. In 2019, 80
employees of RusHydro’s branches and subsidiaries took 29 exams in 10 occupational
qualifications. 63% of the examinees passed the exams. The Energy Sector
Occupational Qualifications Council accredited two RusHydro Qualifications Assessment
Centre’s additional examination sites based on RusHydro Group’s training centres:
Sakhalinenergo Training Centre and Magadanenergo Training Centre.
12 standard professional development and retraining programs for operational personnel
based on the industry’s professional standards were designed by the Corporate
Hydropower University.
The 2nd corporate competitions for operations staff at cross-connection thermal power
plants of RusHydro Group were organised. The competitions were held from 5 to 9
August 2019 at Sakhalinenergo Training Centre (city of Yuzhno-Sakhalinsk). 40
employees (5 teams composed of 8 people in each) of the following Company’s
subsidiaries
the competitions: JSC DGK, PJSC Kamchatskenergo,
PJSC Magadanenergo, PJSC Sakhalinenergo, JSC Chukotenergo.
took part
in
In October 2019, RusHydro’s branches—Volzhskaya HPP and Volga Training Centre of
the Corporate Hydropower University (including RZA training complex)—hosted a
corporate WorldSkills competition testing professional skills in the competence of Repair
and Maintenance of Relaying and Automation Equipment. The competition attracted
employees of the Company's branches and subsidiaries, and third party entities of the
power sector, as well as students of industry-specific universities (Nizhniy Novgorod
State Technical University, Moscow Power Engineering Institute, Moscow Power
Engineering Institute branch in Volzhsky). The students took part in the competition out
of hors-concours and as part of a trial demonstration exam.
The 1st Corporate Engineering Case Championship of Innovation and Work Improvement
Proposals “Ratsenergy” was organised. The championship was held from January to March
2019 in four stages. Engineering cases for the championship were developed in two areas:
Electric Networks and Heat Power Engineering. 37 teams of the Company's subsidiaries took
part in the championship: PJSC Yakutskenergo, JSC DGK and JSC DRSK.
For the development of strategic partnership with specialist educational organizations of higher
professional education the following events were organized:
The X-th Energy for Development contest of students’ projects. 141 students and
undergraduates from 26 higher educational institutions of Russia took part in the Energy
for Development contest.
The Power Energy qualifiers of the “Case-in” International Engineering Championship
were held on the base of Sayano-Shushensky branch of the Siberian Federal University
and Volga branch of the Moscow Power Engineering Institute. 55 students took part in
the qualifiers. The winning teams advanced to the Finals.
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The Spring Student Energy School was organized and held on the base of RusHydro's
partner university, South-Russian State Polytechnic University named after M.I. Platov,
and attended by 25 4-th year undergraduate and 1-st year graduate students,
specializing in Relay Protection and Electric Power System Automation, Electric Power
Plants, Electric Power Systems and Networks.
In collaboration with the Siberian Federal University (SFU) and Sayano-Shushensky
branch of the SFU, the VI All-Russian Scientific and Practical Conference of Young
Scientists, Professionals, Postgraduate and Graduate Students “Hydropower Plants in the
21st Century” was organized and held.
Students of the Institute of Hydropower and Renewable Energy Sources (part of
Moscow Power Engineering Institute) participated in interactive sessions on socially
significant and technological subjects within the Youth Day of the Russian Energy Week.
In 2019, the Company signed a cooperation agreement with the Federal State-funded
Budgetary Educational Institution of Higher Education "Financial University under the
Government of the Russian Federation".
7.
IMPROVING THE COUNTER-TERRORISM, ECONOMIC AND INFORMATION SECURITY SYSTEM
The following set of measures was taken in 2019 to improve the Company’s security system:
1. In order to improve the counter-terrorism security system of RusHydro Group’s facilities, the
next scheduled stage of modernization of the security systems of the Company’s facilities was
delivered in line with the requirements of the Russian Government’s Decrees No. 458 dated
May 5, 2012 and No. 993 dated September 19, 2015.
2. In cooperation with federal Government authorities and law enforcement agencies, pursuant
to the requirements of the Federal Law No. 256-FZ dated 21 July 2011 "On Security of Fuel and
Energy Complex Facilities", comprehensive surveys of all RusHydro power facilities of high and
medium hazard categories were carried out. Their counter-terrorism security and protection
system was tried and tested.
3. In order to improve the counter-terrorism security system of RusHydro Group’s facilities, to
enhance the quality and effectiveness of interaction with the Federal Security Service of Russia,
the Ministry of Internal Affairs of Russia, the Operational Headquarters of the National Counter-
Terrorism Committee, the Federal National Guard Troops Service (the Rosgvardia), the Ministry
of the Russian Federation for Civil Defense, Emergencies and Elimination of Consequences of
Natural Disasters (EMERCOM) of Russia, and FSUE Departmental Security Service of the
Ministry of Energy of Russia carried out:
In accordance with the Plan of the National Antiterrorism Committee of the RF,
integrated special tactical training exercises at Nizhne-Bureyskaya HPP and table-top
training exercises at RusHydro’s branches: Kamskaya HPP and North Ossetia branch. In
addition, two research counter-terrorism training drills at RusHydro branches: Sayano-
Shushenskaya HPP and Dagestan branch, and 124 counter-terrorism training drills under
RusHydro plan were carried out;
234
(cid:2919) Two training programs for RusHydro Group’s security divisions managers and staff.
4. Based on the analysis of the routine activities of RusHydro Group’s security divisions, five
proposals were drafted and sent to the Federal State Authorities to improve legislation in the
area of fuel and energy facilities’ security. Most of the proposals were considered in the draft
Federal Law “On Amending the Federal Law “On Safety and Security of the Fuel and Energy
Complex Facilities”, in draft amendments to laws and regulations of the Government of the RF
and included in the recommendations of the round table session “Fuel and Energy Complex
Security Issues. Legislative Aspect”, held by the State Duma Committee on Energy on July 8,
2019.
In accordance with the provisions of the Energy Security Doctrine of the Russian Federation,
the Economic Security Strategy of the Russian Federation for the period of up to 2030 and for
the purpose of identifying, preventing and eliminating risks and threats to RusHydro Group’s
economic interests, a set of relevant measures was undertaken.
The key efforts aimed at information security in the reporting period were mainly focused on
compliance with the Federal Law in the area of critical information infrastructure security, and
on development and improvement of information protection systems:
The classification of facilities of RusHydro’s critical information infrastructure (CII) was
1.
completed, the results were provided to the FSTEC of Russia61 on 27 December 2019. The
FSTEC of Russia accepted the classification results and entered RusHydro’s CII facilities in the
Russian CII significant facilities register.
A structural division of the Company - Corporate Centre for Computer Attacks
2.
Identification, Prevention and Suppression (hereinafter referred to as “CCAIS”) was established
on the basis of RusHydro IT Service. CCAIS technical infrastructure was set up, measures to
arrange communication with the National Coordination Centre for Computer Incidents were
initiated.
A subsystem of communication channels cryptographic protection using domestic
3.
algorithms was established for the Company’s Executive Office and branches.
A subsystem of protected remote access to the Company’s information resources from
4.
the Internet was established.
8.
IMPROVING THE ENVIRONMENTAL MANAGEMENT SYSTEM
RusHydro Group’s environmental protection and environmental management activities are
aligned with RusHydro Group’s approved Environmental Policy62, which determines a list of key
tasks aimed at improving the environmental management system:
Increasing the installed capacity of low-carbon generation in RusHydro Group’s energy
balance;
61 The Federal Service for Technology and Export Control.
62 Approved by the decision of the Company’s Board of Directors (Minutes No. 275 dated August 9,
2018).
235
Reducing direct and specific greenhouse gas emissions at RusHydro Group’s facilities;
Conserving the biological diversity;
Taking measures aimed at finding and using the best available technical solutions and
technologies to reduce the negative impact on the environment and to minimize the
environmental risks of RusHydro Group's activities;
Reducing the oil content in switch-over units at RusHydro Group’s facilities;
Introducing corporate standards in the area of RusHydro Group’s environmental
activities.
In 2019, the Company approved RusHydro Group's Implementation Program for the
Environmental Policy, developed for the period of 2019–202163.
In order to ensure environmental safety of RusHydro Group’s facilities in the reporting year, the
following measures were taken: replacement of oil-filled electrical equipment with vacuum or
SF6 gas equipment, which contains no oil, or with equipment with lower oil content;
rehabilitation, modernization and repair of power generation facilities; rehabilitation and repair
of hydraulic structures to maintain proper condition of water protection zones; setting up
automated systems for monitoring pollutant emissions into the air; carrying out environmental
monitoring; performing a set of measures to recover damage caused to aquatic biological
resources; taking measures for biodiversity conservation.
Moreover, in the reporting year the Company undertook the following activities aimed at
reducing the negative impact on the environment: construction of sites for the accumulation,
production and consumption of waste; reconstruction of sewage systems and wastewater
treatment plants; collection of floating debris from water areas and its transfer to waste
disposal facilities; landscaping and gardening; repair of ash and slag waste storage facilities.
9. ROLL-OUT OF INTELLIGENT SYSTEMS AND DIGITAL TECHNOLOGY
In the course of rolling-out intelligent systems and digital technology, RusHydro Group is
committed to realising projects aimed at adjustment and improvement of internal technological
and operational processes facilitating the use of modern, cost-effective and fast-operating
technology, improving key business parameters. In 2019, the Company realised projects in the
following areas:
Enhancing existing technological and supporting (operational) processes: RusHydro's
joint active power regulation systems are upgraded to receive JSC SO UES dispatch
schedules and their automatic performance (brought into commercial operation at 11
HPPs); remote control function is implemented at new-generation power plant
distribution substations (in three branches); the pilot project of remote control of
Votkinskaya HPP equipment from JSC SO UES’ dispatching control rooms is started.
Enhancing the traditional service level in the area of reliability of power supply to
consumers, observability of main and auxiliary equipment, investment efficiency and
63 Approved by the Company Management Board's Minutes No. 1204 pr. dated September 26, 2019.
236
labour productivity: The Company developed the Concept of establishing an information
system to support Situation Analysis Centre (SAC) operation, the first stage of
establishing the information system to support SAC operation was started.
In compliance with the Russian Government’s Directives No. 10068p-P1364 dated December 6,
2018, the Board of Directors of the Company approved “The 2019–2021 Action Plan for
RusHydro’s increased reliance on domestically developed software” (hereinafter, the “Plan”),
under which the following measures were undertaken in the reporting year: RusHydro’s existing
information and technology infrastructure was analysed, RusHydro’s IT Technical Policy65 was
updated, user support system on local software NAUMEN was upgraded, the transition of the
procurement management system (which is in pilot operation) to local platform is underway,
establishing of RusHydro Group’s Single Treasury on the local platform is started, information
security systems on the local platforms are upgraded.
The 2019 Plan set a performance indicator “Percentage of procurement of software included in
the unified register of the Russian software, as well as the software-related works and services,
in the total procurement volume of finished software, as well as the software-related works and
services (in money terms)” with a target value of at least 65%. The target of 65% was
achieved in 2019.
10. RUSHYDRO GROUP’S RISK MANAGEMENT
In 2019, RusHydro Group implemented a set of key initiatives listed below to improve its
internal control and risk management system.
1. The Company's auditors conducted an independent assessment of RusHydro Group’s internal
control and risk management system. The follow-up report was reviewed and approved by the
Company’s Board of Directors in June 201966.
2. In the reporting year, the Company developed and approved:
RusHydro Group's Risk Appetite Methodology.
RusHydro Group’s Internal Control and Risk Management Policy which determines goals,
objectives and principles of the corporate internal control and risk management system,
allocation of RusHydro Group entities’ responsibilities and authorities.
1. The Audit Committee under the Company Board of Directors developed and reviewed
RusHydro Group’s “Risk Classifier” (typical risk base).
2. The Company delivered a pilot project for automating the risk management process and
implementing the automated risk management system (ARMS) as a tool of supporting the
decision-making and forming RusHydro Group's risk base. The first ARMS module (FX and
Interest Risk Management) was tested in 2019.
64 Including “The Guidelines for increased reliance of State-owned companies on domestic software,
including office software” approved by the Russian Ministry of Communications’ Order No. 486 dated
September 20, 2018.
65 RusHydro’s Technical Policy was approved by the Resolution of the Company’s Board of Directors
(Minutes No. 303 dated February 12, 2020).
66 Minutes No. 291 of the Resolution of the Company’s Board of Directors dated June 21, 2019.
237
3. The Company delivered risk management actions in accordance with RusHydro Group’s
Strategic Risk Mitigation Plan67, the progress report on the action plan for 2019 was approved
by the Company's Management Board68.
All key group companies approve risk management plans with an annual review of reports at
meetings of the respective companies’ boards of directors.
11. ACTIVITIES UNDER RUSHYDRO GROUP’S LONG-TERM DEVELOPMENT PROGRAM AS PER
DIRECTIVES OF THE GOVERNMENT OF THE RUSSIAN FEDERATION
On increasing labor productivity (No. 7389p-P13 dated October 31, 2014)
In pursuance of directives of the Russian Government No. 7389p-P13 dated October 31, 2014,
the Long-Term Development Program69 was complemented with the key performance indicator
Labor Productivity70 calculated in line with the Rosstat methodology71.
Progress against the Labor Productivity KPI target
Labor productivity, RUB ‘000/man-hour
Metric
2019 target
2019 actual
5.6272
6.42
On decrease in operating expenses (costs) (No. 2303p-P13 dated April 16, 2015)
In pursuance of directives of the Russian Government No. 2303p-P13 dated April 16, 2015, the
Long-Term Development Program73 was complemented with the key performance indicator
Decrease in Operating Expenses (Costs) calculated in line with the Rosstat methodology.
Decrease in operating expenses (costs)
Metric
2019 target
2%
2019 actual
2.02%
On demand for labor resources, including engineering and technical professionals
(No. 7439p-P13 dated November 5, 2014)
Key parameters of the demand for labor resources of RusHydro Group74 are determined with
due account to the time employees reach retirement age, as well as the possibility of internal
67RusHydro Group’s Strategic Risk Mitigation Plan for 2018–2019 approved by the Company's
Management Board (Minutes No. 1133pr. dated October 9, 2018).
68Minutes No. 1133pr. of the Company's Management Board dated October 9, 2018.
69 The Long-Term Development Program for 2018–2022 was approved by the Board of Directors, Minutes
No. 271 dated June 1, 2018 as amended by resolutions of the Board of Directors (Minutes No. 279 of
October 26, 2018, No. 294 of August 29, 2019, and No. 297 of October 21, 2019).
70 The list of legal entities used in the KPI calculation: PJSC RusHydro, PJSC DEK, PJSC Yakutskenergo,
PJSC Kamchatskenergo, JSC UESK, PJSC Magadanenergo, PJSC Sakhalinenergo, JSC DGK, JSC DRSK,
PJSC Mobile Energy, JSC Chukotenergo, JSC Sakhaenergo, JSC Teploenergoservis, JSC ESC RusHydro,
PJSC Krasnoyarskenergosbyt, PJSC RESK, JSC Chuvashskaya Electricity Sales Company, JSC Geoterm
(including JSC Pauzhetskaya GeoPP), PJS(cid:505) Kolymaenergo, PJSC KamGEK, PJSC Boguchanskaya HPP.
71 Rosstat’s Order No. 576 dated September 23, 2014.
72 As per adjusted 2019 KPI for the Management Board approved by resolution of the Board of Directors
dated September 20, 2019 (Minutes No. 295 of September 23, 2019).
73 The Long-Term Development Program for 2018–2022 was approved by the Board of Directors, Minutes
No. 271 dated June 1, 2018 as amended by resolutions of the Board of Directors (Minutes No. 279 of
October 26, 2018, No. 294 of August 29, 2019, and No. 297 of October 21, 2019).
238
relocation of workers with appropriate recommendations based on the employee rating, talent
pool, and candidate database. The demand for engineering and technical professionals also
includes worker job vacancies that require a level of professional training no lower than a
bachelor’s degree from a technical educational establishment. This approach is brought forth by
the process of operating, repairing, and maintaining core equipment at HPP/PSPPs.
Progress against the key parameters of RusHydro Group’s demand for labor
resources, including engineering and technical professionals, for 2019
Metric
2019 target
2019 actual
Total number of planned vacancies:
including engineering and technical professionals
525
366
1,277
732
On scheduled step-by-step substitution of imported products with those of Russian
origin having similar specifications and usability and used in investment projects
and day-to-day operations (No. 1346p-P13 dated March 5, 2015)
As part of the Comprehensive Modernization Program for RusHydro’s generating facilities,
RusHydro is increasing supplies from domestic machinery producers given that, among other
things, certain types of equipment and components will be produced in Russia.
In the reporting year, in line with the import substitution roadmap, the following measures were
put in place:
Technical Policy of RusHydro Group75 was amended to include the requirements for
increased reliance on domestic solutions starting from the design phase;
Uniform Regulations on RusHydro Group’s Procurement Policy was amended in line with
the Russian Government’s Resolution No. 878 dated July 10, 2019 and the Russian
Government’s Directives No. 6574p-P13 dated July 18, 2019..
In 2019, RusHydro reduced the share of imported equipment for its operations so that foreign
goods, works and services are gradually phased out and replaced by local goods, works and
services with similar specifications and usability:
Share of imported equipment
Metric
2019 target
2019 actual
Share of imported equipment, %
20
20
As part of its import substitution efforts, the Company engages in the following activities:
Interaction with the Industrial Development Fund of the Russian Ministry of Industry
and Trade with a view to implementing activities to diversify the defense industry for the
74
PJSC DEK,
PJSC Sakhalinenergo,
JSC Sakhaenergo,
JSC UESK,
PJSC RusHydro,
Energy,
PJSC Magadanenergo,
RusHydro,
JSC Chukotenergo,
PJSC Krasnoyarskenergosbyt, PJSC RESK, JSC Chuvashskaya Electricity Sales Company, JSC Geoterm,
PJS(cid:505) Kolymaenergo, PJSC KamGEK, PJSC Boguchanskaya HPP.
75 RusHydro Group’s Technical Policy was approved by resolution of the Company’s Board of Directors
(Minutes No. 303 dated February 12, 2020).
PJSC Kamchatskenergo,
JSC DRSK,
PJSC Yakutskenergo,
JSC DGK,
JSC Teploenergoservis,
PJSC Mobile
JSC ESC
239
betterment of the energy sector using the state industrial information system: a list was
compiled detailing the demand for equipment and software planned for procurement in
2020–2024; initial population and testing of the state industrial information system was
executed;
Interaction with the Russian Energy Agency of the Russian Ministry of Energy with a
view to coordinating import substitution initiatives with the defense industry: proposals
were sent for manufacturing civil purpose products to the pilot list of defense industry
enterprises.
Subsidiaries of RAO ES East are actively working together with Russian suppliers and producers
of equipment and spare parts (Power Machines, Ural Turbine Works, Energomash-
Uralelectrotyazhmash, Prosoft Systems, Unitel Engineering, Togliatti Transformator, SVEL –
Power Transformers, Cheboksary Electrical Apparatus Plant, Moselectroshield, Electroshield
Group – TM Samara, etc.).
Completed and ongoing projects, such as CHPP Vostochnaya, Blagoveshchenskaya CHPP
(second stage), Sakhalinskaya GRES-2 (first stage), Yakutskaya GRES-2 (first stage), and CHPP
in Sovetskaya Gavan mainly rely on equipment made in Russia.
In all its production operations, rehabilitation and upgrades at energy companies, RusHydro
Group prioritizes Russian manufacturers as equipment suppliers.
According to a consolidated review of procurement by RAO ES East76, the share of purchased
domestic equipment in 2019 is 94.4%77.
On the Company’s
(No. 10068p-P13 dated December 6, 2018)
increased reliance on domestically developed software
In pursuance of directives of the Russian Government No. 10068p-P13 dated December 6, 2018
On Increased Reliance on Domestically Developed Software, the Long-Term Development
Program was amended in the Intelligent Systems and Digital Technology Roll-out section as
approved by resolution of the Company’s Board of Directors (Minutes No. 294 of August 29,
2019).
On aligning the Long-Term Development Program with goals set forth by Decree of
the Russian President No. 204 dated May 7, 2018 On National Goals and Strategic
Objectives of the Russian Federation through to 2024
In order to align the Long-Term Development Program with the Russian President’s Decree
No. 204 dated May 7, 2018 On National Goals and Strategic Objectives of the Russian
Federation through to 2024, the Program was amended by resolution of the Company’s Board
of Directors (Minutes No. 279 of October 26, 2018) to reflect measures being taken by
RusHydro Group to improve efficiency of investments in fixed assets in line with clause 5.3.3 on
attracting investments in the modernization of thermal and electricity power generation facilities
(in pursuance of the Russian President’s list of instructions No. Pr-2530 dated December 12,
2017) of the Action Plan to Accelerate Investments in Fixed Assets and Increase Their Share in
76 Based on review of procurement contracts worth over RUB 250,000.
77 Of the total procurement value of RUB 5,517.0 mn.
240
the Gross Domestic Product to 25%, approved by Chairman of the Russian Government,
No. 1315p-P13 dated February 13, 2019.
The Company’s Board of Directors resolved (Minutes No. 285 of March 29, 2019) to classify the
instruction set forth by directives of the Russian Government No. 276p-P13 dated January 17,
2019 as successfully executed.
12. ACHIEVEMENT OF KEY PERFORMANCE INDICATORS OF RUSHYDRO GROUP’S LONG-TERM
DEVELOPMENT PROGRAM FOR 2019
Metric78
Prevention of accidents exceeding the
limit number of accidents:
0
number of production-related
-
accidents
and
before
interest,
number of major accidents.
tax,
amortization
-
Return on equity (ROE)
Earnings
depreciation
(EBITDA), RUB mn
Share of procurement from small and
medium enterprises, including through
contracts allocated for SME bidders
only 81
Adherence
capacity
commissioning schedules, funding and
spending plan82
Labour productivity
(RUB ‘000/man-hours)
Decrease in operating expenses (costs)
Integrated innovative KPI
Total shareholder return (TSR)
Free cash flow (FCF), RUB mn
the
to
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Earnings per share (EPS)
2019 target
2019 actual
Evaluation
(cid:148) 5-year
average79
0
18.24%
0
(cid:148) 5-year
average80
0
Achieved
23.03%
Achieved
166,880
171,907
Achieved
18%
15%
85%
5.6283
2%
85%
100%
-51,30284
0.25
71%
49%
88%
6.42
2.02%
96%
0
-36,384
0.31
Achieved
Achieved
Achieved
Achieved
Achieved
Not achieved
Achieved
Achieved
78 If the KPI of the Management Board members or KPI of the Long-Term Incentive Plan are amended or
updated and approved by the Company’s Board of Directors, progress against the KPI of the Long-Term
Development Program is assessed using the updated KPI of the Management Board members and KPI of
the Long-Term Incentive Plan.
7917.6.
8010.
81 For PJSC RusHydro.
82 The capacity commissioning schedule and the funding and spending plan are determined based on
planned data on facilities the Company is investing in and on new construction facilities of subsidiaries
duly approved as part of the Business Plan by the Company’s Board of Directors.
83 As per adjusted 2019 KPI for the Management Board approved by resolution of the Board of Directors
dated September 20, 2019 (Minutes No. 295 of September 23, 2019). The pre-adjustment value is 5.72.
84 As per adjusted consolidated Business Plan of RusHydro Group for 2019 and target KPI of the Long-
Term Incentive Plan approved by resolution of the Board of Directors dated September 20, 2019 (Minutes
No. 295 of September 23, 2019). The pre-adjustment value is RUB (-)55,710 mn.
241
9.1. METHODOLOGY FOR CALCULATION AND EVALUATION OF KEY PERFORMANCE
INDICATORS OF RUSHYDRO GROUP'S LONG-TERM DEVELOPMENT PROGRAM
85
1.
General information
This Methodology for calculation and evaluation of Key Performance Indicators of
1.1.
RusHydro Group's Long-Term Development Program (the “Methodology”) was developed:
to describe the calculation and evaluation of meeting the indicators of RusHydro Group’s
-
Long-Term Development Program approved by the Board of Directors of PJSC RusHydro (the
“Company”);
to formalize the procedure of calculation and evaluation of meeting the indicators of
-
RusHydro Group’s Long-term Development Program approved by the Company’s Board of
Directors.
1.2.
The evaluation of meeting the indicators in accordance with this Methodology shall be
the responsibility of the respective business unit of the Company as specified in internal
documents.
The procedure for reporting the achievement of certain indicators, timelines and formats
1.3.
of evaluation of meeting the indicators shall be set forth in the Company’s internal documents.
1.4. The list of Long-term Development Program’s KPI shall include the indicators of the
Company’s Management Board and indicators listed among KPIs under the Company’s Long-
Term Incentive Plan.
1.5. The list and specific weights of annual indicators of members of the Company’s
Management Board shall be subject to annual approval by resolution of the Board of Directors;
the list and specific weights of indicators under the Company’s Long-Term Incentive Plan are
defined in the Regulations on the Company’s Long-Term Incentive Plan approved by the Board
of Directors on November 11, 2016 (minutes No. 243 of November 14, 2016).
1.6. As part of the annual reporting on the implementation of the Long-Term Development
Program and external audit of implementing indicators 2.1–2.7 of the Long-Term Development
Program (KPI of Management Board members), annual reports are drawn and annual interim
results specified for indicators 2.8–2.10 (KPI of the Company’s Long-Term Incentive Plan).
1.7. The remuneration of the Management Board, including the sole executive body, for
achieving the indicators shall be paid in accordance with the Regulations on Payment of
Remuneration and Compensation to Members of RusHydro’s Management Board and
Regulations on RusHydro’s Long-Term Incentive Plan approved by the Board of Directors on
November 11, 2016 (minutes No. 243 of November 14, 2016).
2. Procedure for calculation and evaluation of key performance indicators of
RusHydro Group's Long-term Development Program
85 Approved by PJSC RusHydro’s Board of Directors on 31 May 2018 (Minutes No. 271) as amended by
the resolutions of PJSC RusHydro’s Board of Directors on 25 October 2018 (Minutes No. 279), on 28
August 2019 (Minutes No. 294) and on 18 October 2019 (Minutes No. 297).
242
2.1. KPI 'Meeting the Accident Prevention Target'
2.1.1. Calculation
List of legal entities included in the calculation (generating facilities):
(18
generating
PJSC RusHydro
PJSC Yakutskenergo,
PJSC Kamchatskenergo, JSC UESK, PJSC Magadanenergo, PJSC Sakhalinenergo, JSC DGK,
JSC DRSK, PJSC Mobile Energy, JSC Chukotenergo, JSC Sakhaenergo, JSC Teploenergoservis,
JSC (cid:42)(cid:72)(cid:82)(cid:87)(cid:72)(cid:85)(cid:80)(cid:15)(cid:3)
and
PJSC Boguchanskaya HPP.
(cid:45)(cid:54)(cid:38) Pauzhetskaya GeoPP,
(cid:51)(cid:45)(cid:54)(cid:505)(cid:3) (cid:46)(cid:82)(cid:79)(cid:92)(cid:80)(cid:68)(cid:72)(cid:81)(cid:72)(cid:85)(cid:74)(cid:82)(cid:15)(cid:3)
PJSC KamGEK,
branches),
PJSC DEK,
To calculate the actual value, the following sources of information are used: production-related
accident reports (Form N-1) prepared in accordance with Resolution of the Russian Ministry of
Labor No. 73 On Approval of Document Forms for Investigation and Reporting of Production-
Related Accidents and Specifics of Production-Related Accident Investigations in Certain
Industries and Organizations dated October 24, 2002, investigation reports on accident causes
in the electric power industry prepared in accordance with Order of the Russian Ministry of
Energy No. 90 On Approval of Accident Investigation Report Forms for the Electric Power
Industry and Form Filling Procedure dated March 2, 2010, investigation reports on technical
causes of accidents at hazardous production facilities or hydraulic structures prepared in
accordance with Rostechnadzor's Order No. 480 On Approval of the Procedure for Investigating
Technical Causes of Accidents, Incidents and Cases of Loss of Industrial Explosives at Facilities
Supervised by the Federal Environmental, Industrial and Nuclear Energy Supervision Service
(Rostechnadzor) dated August 19, 2011, investigation reports on causes of heat supply
accidents prepared in accordance with Rostechnadzor's Order No. 157 On Approval of
Investigation Report Forms and Procedure for Reporting of Causes of Heat Supply Accidents
dated April 25, 2016.
The indicator consists of several parameters:
Number of production-related accidents;
Number of major accidents.
The number of production-related accidents is calculated as a sum total of all production-related
accidents investigated, documented and reported in accordance with:
Articles 227, 228, 228.1, 229, 229.1, 229.2, 229.3, 230, 230.1 of the Russian Labor
Code;
Resolution of the Russian Ministry of Labor No. 73 On Approval of Document Forms for
Investigation and Reporting of Production-Related Accidents and Specifics of Production-
in Certain Industries and Organizations dated
Related Accident Investigations
October 24, 2002.
243
The number of production-related accidents includes production-related accidents where
the chief executive officer86, other executives87 and heads of structural units88 of a company are
specified in the investigation report (Clause 10 of Form N-1) as individuals responsible for labor
safety violations (Clauses 2.1, 2.2 and 2.4 of the Rules for Personnel Management in the
Electric Power Industry of the Russian Federation approved by Order of the Russian Ministry of
Energy No. 49 dated February 19, 2000).
The number of major accidents is a sum total of all accidents in the electric power industry,
heat supply emergencies, accidents at hazardous production facilities or hydraulic structures
investigated, documented and reported by Rostechnadzor's commissions in accordance with:
Clause 4 of the Rules for Investigation of Accident Causes in the Electric Power Industry
adopted by the Russian Government's Resolution No. 846 dated October 28, 2009;
Clause 3 of the Rules for Investigation of Heat Supply Accident Causes adopted by the
Russian Government's Resolution No. 1114 dated October 17, 2015;
Rostechnadzor's Order No. 480 dated August 19, 2011 On Approval of the Procedure for
Investigating Technical Causes of Accidents, Incidents and Cases of Loss of Industrial
Explosives at Facilities Supervised by the Federal Environmental, Industrial and Nuclear
Energy Supervision Service (Rostechnadzor) dated August 19, 2011;
Rostechnadzor's Order No. 157 On Approval of Investigation Report Forms and
Procedure for Reporting of Causes of Heat Supply Accidents dated April 25, 2016;
Order of the Russian Ministry of Energy No. 90 On Approval of Accident Investigation
Report Forms for the Electric Power Industry and Form Filling Procedure dated March 2,
2010,
and meeting the following criteria:
damage to hydraulic structures disrupting their safe operation and causing the water
level in the reservoir (river) to fall or water in the tail pond to rise beyond the threshold
limits;
collapse of load-bearing elements of buildings and structures at an electric power
generating facility, including as a result of an explosion or fire, if such collapse leads to
electricity (capacity) consumption being limited by100 MW and more for a period of
25 days and more;
86 Chief executive officer is a person directly managing the company regardless of its ownership form
(hereinafter the chief executive officer) and authorized to act on behalf of the company without a power
of attorney and represent the company before any government body, including judicial authorities.
The company owner directly managing the company is classified as the chief executive officer.
87 Executives of the company are persons duly appointed as deputy chief executive officers and having
certain administrative functions and responsibilities (chief engineer, vice president, technical director,
deputy director, etc.).
88 Head of a structural unit is a person who signed an employment agreement (contract) with the chief
executive officer or was appointed by such chief executive officer to manage a structural unit (manager,
foreman, supervisor, etc.) and his/her deputies.
244
destruction of, or damage to, the equipment of heat supply facilities, leading to the
outage of heat sources or heat networks for a period of 3 days and more;
destruction of, or damage to, buildings containing heat supply facilities, resulting in the
interruption of heat supply to consumers;
damage to turbines with a rated capacity of 100 MW and more, including destruction of
the turbine flow path, change of shape and geometric dimensions or displacement of the
turbine casing against the base, if such damage results in the turbine undergoing
emergency repairs for 25 days and more;
damage to generators with an installed capacity of 100 MW and more, including
destruction of its stator, rotor or stator winding insulation, if such damage results in the
generator undergoing emergency repairs for 25 days and more;
damage to power transformers (auto-type transformers) with a capacity of 100 MVA and
more, including destruction, change of shape and geometric dimensions or displacement
of its housing, if such damage results in the transformer undergoing emergency repairs
for 25 days and more;
damage to power boilers with a steam capacity of 100 tonnes per hour and more or
damage to hot water boilers with a capacity of 50 Gcal per hour and more, including
destruction, change of shape or geometric dimensions of the boiler or displacement of
units (elements) of the boiler or the metal frame, if such damage results in the boiler
undergoing emergency repairs for 25 days and more;
shutdown of generating equipment or a power grid facility, leading to a decrease in
reliability of the Unified Energy System or technologically isolated local electric power
systems and resulting in temporary suspensions of power supply totaling 100 MW and
more or power supply reductions by 25 percent and more of the total consumption in an
operational area of the dispatching center;
disconnection of power grid facilities of the highest voltage category (110 kV and more),
generating equipment with a capacity of 100 MW and more at two and more electric
power facilities, causing the interruption of power supply to consumers with the total
consumption of 100 MW and more for a period of 30 minutes and more;
disruptions in the operation of emergency shutdown or mode-switching controls,
including those caused by personnel error, resulting in the interruption of electric power
supply to consumers with the total consumption of 100 MW and more.
Accidents are included in the the number of major accidents if relevant clauses of investigation
reports prepared by Rostechnadzor's commission indicate erroneous or wrong actions (or
omissions) on the part of executives, except for accidents, the causes of which are, according
to an official opinion of Rostechnadzor's commission, as follows:
shortcomings in the design, structure, workmanship, construction or installation of
equipment;
fault of third parties (related organizations) involved in the technological process;
245
any illegal or negligent act of third parties;
any force majeure event that cannot be predicted (a crash of an aircraft and its parts,
natural disasters not accounted for in the design of a hydraulic structure or power
equipment, etc.) and that exempts RusHydro Group from liability.
2.1.2. Evaluation
The Meeting the Accident Prevention Target KPI is considered to be fulfilled (its value is 0)
when the KPI target is achieved and, simultaneously, all the following conditions are met:
the number of production-related accidents does not exceed the annual average for the
last five years preceding the period in question;
the number of major accidents does not exceed its target value (0)..
In all other cases, the Meeting the Accident Prevention Target KPI is considered unfulfilled.
2.2. KPI 'Return on Equity (ROE)'
2.2.1. Calculation
The list of legal entities for the calculation of:
the target value is taken from PJSC RusHydro’s effective Regulations on the Business
Planning Framework subject to RusHydro Group’s Consolidated Business Plan;
the actual value is taken from RusHydro Group's audited consolidated financial
statements prepared in accordance with the International Financial Reporting Standards
(IFRS), Note Principal Subsidiaries
For the target value calculation, RusHydro Group uses data from its Consolidated Business
Plan:
ROE = [(Profit for the period + Non-monetary expenses – Non-monetary income + Fuel
expenses)
/Average annual equity]*100%, where
Profit for the period is the Profit for the Period line in the RusHydro Group’s Consolidated
Income Statement.
The average annual equity is obtained by the following formula:
Average annual equity = (cid:2904)(cid:2899)(cid:2904)(cid:2885)(cid:2896) (cid:2889)(cid:2901)(cid:2905)(cid:2893)(cid:2904)(cid:2909)(cid:3116)(cid:2878)(cid:2904)(cid:2899)(cid:2904)(cid:2885)(cid:2896) (cid:2889)(cid:2901)(cid:2905)(cid:2893)(cid:2904)(cid:2909)(cid:3117)
(cid:2870)
,where
TOTAL EQUITY0 is the sum of Equity Attributable to Shareholders of PJSC RusHydro and Non-
controlling Interest as at the beginning of the period as indicated in the RusHydro Group's
Consolidated Balance Sheet;
TOTAL EQUITY1 is the sum of EquityAttributable to Shareholders of PJSC RusHydro and Non-
controlling Interest as at the end of the period as indicated in the RusHydro Group's
Consolidated Balance Sheet.
246
Non-monetary expenses/income is the Other Non-Monetary Items of Operating Income and
Expenses line (Explanatory Note to the RusHydro Group's Consolidated Business Plan, chapters
"Finance Income and Expenses", "Business Analysis by Segment", and "Financial Results") and
consists of:
Non-monetary expenses, including:
Impairment of property, plant and equipment;
Impairment of long-term promissory notes;
Impairment of financial assets held for sale;
Loss on revaluation of net assets of a subsidiary acquired for resale;
Loss on disposal of property, plant and equipment;
Net income and expenses from provisions;
Expense on discounting;
Provision for impairment of inventories;
Foreign exchange loss;
Other non-monetary expenses.
Non-monetary income, including:
Income associated with the pension plan reduction;
Income on discounting;
Foreign exchange gain;
Income from revaluation of financial investments;
Other non-monetary income.
Fuel expenses are target expenses attributed to the Fuel Expensesline (Explanatory Note to the
RusHydro Group's Consolidated Business Plan, Chapter "RusHydro Group Expenses").
The indicator is calculated to one decimal place and rounded mathematically to the nearest
whole number.
For the actual value calculation, RusHydro Group uses data from its consolidated financial
statements prepared in accordance with the IFRS (Consolidated Statement of Financial Position,
Consolidated Income Statement, and Note Segment Information.
ROE = [(Profit for the period (year) + Non-monetary expenses – Non-monetary income + Fuel
expenses)
/ Average annual equity] * 100%, where
247
Profit for the period is the Profit for the Period line in the Consolidated Income Statement;
The average annual equity is obtained by the following formula:
Average annual equity = (cid:2904)(cid:2899)(cid:2904)(cid:2885)(cid:2896) (cid:2889)(cid:2901)(cid:2905)(cid:2893)(cid:2904)(cid:2909)(cid:3116)(cid:2878)(cid:2904)(cid:2899)(cid:2904)(cid:2885)(cid:2896) (cid:2889)(cid:2901)(cid:2905)(cid:2893)(cid:2904)(cid:2909)(cid:3117)
(cid:2870)
, where
TOTAL EQUITY0 is the sum of Equity Attributable to Shareholders of PJSC RusHydro and Non-
controlling Interest as at the beginning of the period as indicated in the Consolidated Statement
of Financial Position;
TOTAL EQUITY1 is the sum of Equity Attributable to Shareholders of PJSC RusHydro and Non-
controlling Interest as at the end of the period as indicated in the Consolidated Statement of
Financial Position;
Non-monetary expenses/income is the Other Non-monetary Items of Operating Income and
Expenses line (Notes Segment Information and Finance Income, Costs to RusHydro Group's
consolidated financial statements prepared in accordance with the IFRS for the reporting
period) and consists of:
Non-monetary expenses, including:
Impairment of property, plant and equipment;
Impairment of long-term promissory notes;
Impairment of financial assets held for sale;
Loss on revaluation of net assets of a subsidiary acquired for resale;
Loss on disposal of property, plant and equipment;
Net income and expenses from provisions;
Expense on discounting;
Provision for impairment of inventories;
Foreign exchange loss;
Other non-monetary expenses.
Non-monetary income, including:
Income associated with the pension plan reduction;
Income on discounting;
Foreign exchange gain;
Income from revaluation of financial investments;
Other non-monetary income.
248
Fuel expenses are actual expenses attributed to the Fuel Expenses line (Note Operating
Expenses to RusHydro Group's consolidated financial statements prepared in accordance with
the IFRS for the reporting period).
The indicator is calculated to one decimal place and rounded mathematically.
2.2.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 95% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.3. KPI 'Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)'
The list of legal entities for the calculation of:
the target value is taken from PJSC RusHydro’s effective Regulations on the Business
Planning Framework subject to RusHydro Group’s Consolidated Business Plan;
the actual value is taken from RusHydro Group's audited consolidated financial
statements prepared in accordance with the International Financial Reporting Standards
(IFRS), Note Principal Subsidiaries.
2.3.1. Calculation
For the target value calculation, RusHydro Group uses data from its Consolidated Business
Plan:
EBITDA = Profit before tax + Depreciation and Amortization + Non-monetary expenses –
Non-monetary income + Interest payable + Fuel expenses.
Profit before tax is the Profit Before Income Tax line in the Consolidated Income Statement.
Depreciation and amortization is the Depreciation of Property, Plant and Equipment and
Amortization of Intangible Assets (Table "Structure of Current Operating Expenses").
Non-monetary expenses/income are determined as set out in Clause 2.2.1 hereof.
Interest payable is the Interest Payable line (Explanatory Note to the RusHydro Group's
Consolidated Business Plan, Chapter "RusHydro Group's Financial Results").
Fuel expenses are determined as set out in Clause 2.2.1 hereof. For the actual value
calculation, RusHydro Group uses data from its consolidated financial statements prepared in
accordance with the IFRS (Consolidated Statement of Financial Position, Consolidated Income
Statement, Note Segment Information, and Note Finance Income, Costs):
EBITDA = Profit before tax + Depreciation and amortization + Non-monetary expenses –
Non-monetary income + Interest payable + Fuel expenses.
Profit before tax is the Profit Before Income Tax line in the Consolidated Income Statement.
249
Depreciation and amortization is the Depreciation of Property, Plant and Equipment line (Note
Segment Information).
Non-monetary expenses/income are determined as set out in Clause 2.2.1 hereof.
Interest payable is the Interest Expense line in Note Finance Income, Costs.
Fuel expenses are determined as set out in Clause 2.2.1 hereof.
No decimals are used in the calculation of the indicator. The value is rounded to the nearest
integer mathematically.
2.3.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 95% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.4. KPI 'Share of Procurement from Small and Medium Businesses, Including
Through SME-only Procurement Procedures'
List of legal entities included in the calculation:
PJSC RusHydro.
2.4.1. Calculation
The target value is a statutory value determined as set out in Section 1 of the Regulation on
Special Aspects of Participation of Small and Medium Enterprises in Procurement of Goods,
Works and Services for Certain Types of Legal Entities, Annual Volume of Such Procurement
and Procedure for Calculation of the Said Volume adopted by the Russian Government’s
Resolution No. 1352 On Special Aspects of Participation of Small and Medium Enterprises in
Procurement of Goods, Works and Services for Certain Types of Legal Entities dated
December 11, 2014.
The actual value is calculated on the basis of the Register of Contracts concluded as a result
of the Company's procurement activities. The actual value is defined as a share of
procurements from small and medium businesses in the total annual volume of procurements
under the contracts concluded by PJSC RusHydro in the reporting period. It is calculated by
the following formulas:
SHsmeTOT= (PrcexclSME+ PrcSME+ PrcSMEsub)/ Prctot × 100
SHsme = PrcexclSME / Prctot × 100
where:
SHsmeTOT is a share of contracts awarded to small and medium enterprises (hereinafter
SMEs) in the total annual volume of contracts concluded as a result of procurement
procedures, including SME-only procurement procedures. In this case, first-tier subcontracts
are also taken into account. The first-tier subcontracts mean agreements for the supply of
goods or services concluded directly between SMEs and other companies that have direct
contracts with the Company, %;
250
SHsme is a share of contracts awarded to SMEs as a result of SME-only procurement
procedures in accordance with Regulation No. 1352 in the total annual volume of contracts,
%;
PrcexclSME is a total price of contracts awarded to SMEs as a result of SME-only procurement
procedures in accordance with Section 2 of Regulation No. 1352, RUB;
PrcSMEsub is a total price of first-tier subcontracts concluded directly between SMEs and
other companies that have direct contracts with the Company, RUB;
PrcSME is a total price of contracts awarded to SMEs as a result of SME-only procurement
procedures in accordance with Section 2 of Regulation No. 1352, RUB;
Prctot is a total price of contracts concluded as a result of SME-only procurement procedures in
accordance with Section 2 of Regulation No. 1352, RUB.
Purchases made in the reporting period and specified in Clause 7 of Regulation No. 1352 are
not accounted for in the calculation of this KPI.
2.4.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 95% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.5. KPI 'Adherence to the Capacity Commissioning Schedules, Funding and
Spending Plan'
2.5.1. Calculation
The indicator is calculated for PJSC RusHydro and new facilities constructed by subsidiaries according to
the Company's duly approved business plan.
The target value is taken from the Company's investment plans and subsidiaries' construction plans as
duly approved and included in the Business Plan by the Company’s Board of Directors.
The actual value is sourced from the Company's actual investment performance and subsidiaries' actual
new builds as specified in the report on progress against the Company's Business Plan duly approved by
the Company's Board of Directors.
Adherence to the capacity commissioning schedules, funding and spending plan is calculated by the
following formula:
(cid:498)(cid:3)comm fund spend (cid:32)(cid:3)(cid:19)(cid:17)(cid:26)(cid:24)(cid:257)(cid:498)commcap (cid:14)(cid:3)(cid:19)(cid:15)(cid:21)(cid:24)(cid:257)(cid:498)(cid:3)volfundspend
year,
where: (cid:498)(cid:3)comm fund spend is adherence to the capacity commissioning schedules, funding and spending plan
(for the year);
(cid:498)comm cap is an aggregate (covering all types of commissioned capacity) indicator of adherence to
commissioning schedules;
(cid:498)(cid:3)volfundspend
yearis adherence to the annual funding and spending plan.
The aggregate indicator (covering all types of commissioned capacity) of adherence to capacity
commissioning schedules for the reporting year is calculated by the following formula:
251
comm
capcc
(cid:580)
100
actual
cap
V
target
capcap
VV
(cid:498)comm cap is adherence to commissioning schedules (covering all types of commissioned capacity89) in the
reporting year;
, where:
V target cap is an annual capacity commissioning target (MW);
V actual cap is capacity actually commissioned in the reporting year (MW).
If no capacity commissioning plan is available for the reporting year, (cid:498)comm cap is not calculated and the
corresponding share is included in (cid:498)(cid:3)volfundspend
year.
The indicator does not include the actually commissioned facilities if they were planned to be
commissioned in the previous periods.
Adherence to the funding and spending plan is calculated by the following formula:
(cid:498)(cid:3)volfundspend
(cid:498)(cid:3)volfund spend
(cid:498)(cid:3)volfund
(cid:498)(cid:3)vol spend
year (cid:32)(cid:3)(cid:19)(cid:17)(cid:24)(cid:257)(cid:498)(cid:3)vol fund
year(cid:14)(cid:19)(cid:17)(cid:24)(cid:257)(cid:498)(cid:3)volspend
yearis adherence to the annual funding and spending plan;
year , where:
yearis adherence to the annual funding plan;
yearis adherence to the annual spending plan.
Adherence to the funding plan is calculated by the following formula:
(cid:3049)(cid:3042)(cid:3039) (cid:3033)(cid:3048)(cid:3041)(cid:3031)
(cid:3052)(cid:3032)(cid:3028)(cid:3045) = (cid:4686)
(cid:1837)
(cid:3269)(cid:3267)(cid:3126)(cid:3262)
(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3007)(cid:3048)(cid:3041)(cid:3031)
(cid:3007)(cid:3048)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:1499) (cid:4684)1 (cid:3398)
(cid:4708)(cid:959)(cid:3007)(cid:3048)(cid:3041)(cid:3031)
(cid:3269)(cid:3267)(cid:3126)(cid:3262)
(cid:3293)(cid:3280)(cid:3291)(cid:3290)(cid:3293)(cid:3295)(cid:4708)
(cid:3007)(cid:3048)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295) (cid:4685) + (cid:3007)(cid:3048)(cid:3041)(cid:3031)
(cid:3007)(cid:3048)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3263)(cid:3251)
(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3263)(cid:3251)
(cid:3293)(cid:3280)(cid:3291)(cid:3290)(cid:3293)(cid:3295)
(cid:1499) (cid:4678)1 + (cid:963) (cid:959)(cid:3007)(cid:3048)(cid:3041)(cid:3031)
(cid:3007)(cid:3048)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:4679)(cid:4687) (cid:1499) 100%, where:
Fundtargetis an annual funding target;
(cid:1832)(cid:1873)(cid:1866)(cid:1856)
(cid:1832)(cid:1873)(cid:1866)(cid:1856)
(cid:3021)(cid:3019)(cid:2878)(cid:3014)
(cid:3047)(cid:3028)(cid:3045)(cid:3034)(cid:3032)(cid:3047) is an annual funding target for the facilities financed by the Company;
(cid:3015)(cid:3003)
(cid:3047)(cid:3028)(cid:3045)(cid:3034)(cid:3032)(cid:3047) is a total annual funding target for new builds;
(cid:3628)(cid:959)(cid:1832)(cid:1873)(cid:1866)(cid:1856)
(cid:3021)(cid:3019)(cid:2878)(cid:3014)
(cid:3045)(cid:3032)(cid:3043)(cid:3042)(cid:3045)(cid:3047)(cid:3628) is a module deviation between the target and actual funds allocated for the facilities
financed by the Company90 in the reporting year.
(cid:3015)(cid:3003)
(cid:3045)(cid:3032)(cid:3043)(cid:3042)(cid:3045)(cid:3047) is a total deviation between the target and actual funds allocated for each new build in the
(cid:963) (cid:959)(cid:1832)(cid:1873)(cid:1866)(cid:1856)
reporting year. If the actual funds are less than 100% of the total target amount, the new build
component in the formula is assumed to be zero in the reporting year.
Adherence to the annual spending plan is calculated by the following formula:
(cid:3049)(cid:3042)(cid:3039) (cid:3046)(cid:3043)(cid:3032)(cid:3041)(cid:3031)
(cid:1837)
(cid:3052)(cid:3032)(cid:3028)(cid:3045) = (cid:3428)
(cid:3269)(cid:3267)(cid:3126)(cid:3262)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:1499) (cid:3436)1 +
(cid:3269)(cid:3267)(cid:3126)(cid:3262)
(cid:959)(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3293)(cid:3280)(cid:3291)(cid:3290)(cid:3293)(cid:3295)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3440) +
(cid:3263)(cid:3251)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:1499) (cid:3436)1 +
(cid:3263)(cid:3251)
(cid:963) (cid:959)(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3293)(cid:3280)(cid:3291)(cid:3290)(cid:3293)(cid:3295)
(cid:3020)(cid:3043)(cid:3032)(cid:3041)(cid:3031)(cid:3295)(cid:3276)(cid:3293)(cid:3282)(cid:3280)(cid:3295)
(cid:3440)(cid:3432) (cid:1499) 100%,where:
Spend target is an annual spending target;
89 For the purpose of KPI calculation, capacity commissioning targets are approved and included in the
Business Plan by the Company's Board of Directors. Capacity is deemed to have been commissioned in
the reporting period if an operation permit is issued for a power installation by the regulator as per the
template provided for in Rostechnadzor's Order No. 212 dated April 7, 2008, and an equipment
acceptance certificate is issued by the acceptance commission following comprehensive tests.
90 The volume of TR+M funding and spending for the calculation of KPI 'Adherence to the Capacity
Commissioning Schedules, Funding and Spending Plan, %' is taken as the total value of the TR+Mline in
the Business Plan approved by the Company's Board of Directors.
252
(cid:1845)(cid:1868)(cid:1857)(cid:1866)(cid:1856)(cid:3047)(cid:3028)(cid:3045)(cid:3034)(cid:3032)(cid:3047)
(cid:3021)(cid:3019)(cid:2878)(cid:3014) is an annual spending target for the facilities financed by the Company;
(cid:1845)(cid:1868)(cid:1857)(cid:1866)(cid:1856)(cid:3047)(cid:3028)(cid:3045)(cid:3034)(cid:3032)(cid:3047)
(cid:3015)(cid:3003)
is an total annual spending target for the new builds;
(cid:3021)(cid:3019)(cid:2878)(cid:3014) is a deviation between the target and actual spendings on the facilities financed by the
(cid:959)(cid:1845)(cid:1868)(cid:1857)(cid:1866)(cid:1856)(cid:3045)(cid:3032)(cid:3043)(cid:3042)(cid:3045)(cid:3047)
Company54 in the reporting year.
(cid:3015)(cid:3003)
is a total deviation between the target and actual spendings on each new build in the
(cid:963) (cid:959)(cid:1845)(cid:1868)(cid:1857)(cid:1866)(cid:1856)(cid:3045)(cid:3032)(cid:3043)(cid:3042)(cid:3045)(cid:3047)
reporting year. If the actual spendings are less than 100% of the total target amount, the new build
component in the formula is assumed to be zero in the reporting year.
The annual funding and spending targets for each facility are included in the Company's Business Plan
duly approved by the Board of Directors.
Amendments to the annual funding and spending targets and capacity commissioning indicators for each
financed facility are submitted to the Company's Board of Directors for approval as part of the amended
Business Plan.
2.5.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 100% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.6. KPI 'Labor Productivity'
2.6.1. Calculation
List of legal entities included in the calculation:
PJSC RusHydro, PJSC DEK, PJSC Yakutskenergo, PJSC Kamchatskenergo, JSC UESK, PJSC
Magadanenergo, PJSC Sakhalinenergo, JSC DGK, PJSC DRSK, PJSC Mobile Energy, JSC
Chukotenergo, JSC Sakhaenergo, JSC Teploenergoservis, JSC ESC RusHydro, PJSC
Krasnoyarskenergosbyt, PJSC RESK, JSC Chuvash Energy Retail Company, JSC Geoterm, PJS(cid:505)
Kolymaenergo, JSC Pauzhetskaya GeoPP, PJSC KamGEK, and PJSC Boguchanskaya HPP.
The target value is based on the Business Plans of the Company and its subsidiaries:
Revenue is the Total Net Revenue from Sales of Goods and Services line from the approved
Business Plans of the Company and its subsidiaries for the relevant period;
Man-hours are calculated by the following formula:
(Ndays – Nleave)* 8 * Etarget,
where:
Ndays is a number of business days in the period according to the business calendar;
Nleave is a number of business days in the paid leaves;
Etarget is a target number of employees as per approved Business Plans of the Company and
its subsidiaries for the relevant period.
The actual value is based on Federal Statistical Observation Forms No. PT (GS) Labor
Productivity in the Sector of Non-financial Corporations Partially Owned by the Government
253
(Rosstat’s Order No. 576 On Approval of Statistical Tools for the Federal Agency for State
Property Management to Perform Federal Statistical Observation of Labor Productivity in the
Sector of Non-financial Corporations Partially Owned by the Government dated September 23,
2014).
This indicator is calculated as the ratio of the Company’s and its subsidiaries’ aggregate
revenue (as per reports on the implementation of the Company’s and its subsidiaries’ business
plans) to man-hours worked by employees on payroll and external part-timers (as per Federal
Statistical Observation Form No. P4 Headcount, Payroll and HR Flows) and is calculated using
the following formula:
LP = Revenue / Man-hours,
where:
LP is labor productivity, RUB ‘000/man-hour;
Revenue is the Revenue from Sales of Goods and Services line, RUB ‘000;
Man-hours are man-hours worked by employees on payroll and external part-timers.
The indicator is calculated to two decimal places and rounded mathematically.
2.6.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 95% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.7. KPI 'Decrease in Operating Expenses (Costs)'
2.7.1. Calculation
List of legal entities included in the calculation:
RusHydro Group companies operating in the price zones: PJSC RusHydro, PJSC
Boguchanskaya HPP, JSC ESC RusHydro, PJSC Krasnoyarskenergosbyt, PJSC Ryazan
Retail Energy Company, and JSC Chuvash Energy Retail Company.
RusHydro Group companies operating in the non-price zones, in technologically isolated
local electric power systems and in areas not technologically linked with the Unified
Energy System of Russia or with technologically isolated local electric power systems:
JSC RAO ES East, PJSC Yakutskenergo, PJSC Kamchatskenergo, JSC UESK, PJSC
Magadanenergo, PJSC Sakhalinenergo, JSC DGK, JSC DRSK, PJSC Mobile Energy, JSC
Chukotenergo, JSC Sakhaenergo, JSC Teploenergoservis, JSC Geoterm, PJS(cid:505)
Kolymaenergo, PJSC KamGEK, and PJSC DEK.
The target value is calculated as per Directive of the Russian Government No. 2303p-P13 dated
April 16, 2015.
254
The actual value is sourced from: Report on progress against the Business Plan of the Company
and its subsidiaries.
The reduction of unit costs is calculated using the following formula:
DOE(cid:2911)(cid:2913)(cid:2930)(cid:2931)(cid:2911)(cid:2922) = (DOE(cid:2919) (cid:1499) (cid:574)(cid:2919) + DOE(cid:2920) (cid:1499) (cid:574)(cid:2920)), where
DOE(cid:2911)(cid:2913)(cid:2930)(cid:2931)(cid:2911)(cid:2922) is a decrease in operating expenses (costs) in the reporting period, %;
i is each of RusHydro Group companies included in the calculation of the indicator and
operating in the price zones;
j is each of RusHydro Group companies included in the calculation of the indicator and
operating in the non-price zones, in technologically isolated local electric power systems and in
areas not technologically linked with the Unified Energy System of Russia or with technologically
isolated local electric power systems;
is a share of RusHydro Group companies included in the calculation of the indicator and
(cid:574)(cid:2919)
operating in the price zones in the total revenue;
is a share of RusHydro Group companies included in the calculation of the indicator and
(cid:574)(cid:2920)
operating in the non-price zones, in technologically isolated local electric power systems and in
areas not technologically linked with the Unified Energy System of Russia or with technologically
isolated local electric power systems in the total revenue.
DOE(cid:2919),(cid:2920) =
(cid:1735)
(cid:1736)
(cid:1737)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3146)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3146)
(cid:3176)(cid:3163)(cid:3174)
(cid:3165)(cid:3163)(cid:3172) (cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)
(cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3162)(cid:3167)(cid:3177)(cid:3161) (cid:3165)(cid:3163)(cid:3172) (cid:3168)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3167),(cid:3168)
(cid:1499) (cid:573)(cid:2917)(cid:2915)(cid:2924) (cid:3398)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3137)(cid:3175)(cid:3153)
(cid:3176)(cid:3163)(cid:3174)
(cid:3165)(cid:3176)(cid:3167)(cid:3162) (cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)
(cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3162)(cid:3167)(cid:3177)(cid:3161) (cid:3165)(cid:3176)(cid:3167)(cid:3162) (cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3167),(cid:3168)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3137)(cid:3175)(cid:3153)
(cid:1499) (cid:573)(cid:2917)(cid:2928)(cid:2919)(cid:2914) (cid:3398)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3153)(cid:3135)
(cid:3176)(cid:3163)(cid:3174)
(cid:3176)(cid:3163)(cid:3178)(cid:3159)(cid:3167)(cid:3170) (cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)
(cid:3167),(cid:3168)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3162)(cid:3167)(cid:3177)(cid:3161) (cid:3176)(cid:3163)(cid:3178)(cid:3159)(cid:3167)(cid:3170) (cid:3167),(cid:3168)
(cid:963) (cid:3147)(cid:3148)(cid:3137)(cid:3156)
(cid:963) (cid:3153)(cid:3135)
(cid:3176)(cid:3163)(cid:3174)(cid:3127)(cid:3117)
(cid:3167),(cid:3168)
(cid:1499) 100%,where
(cid:1499) (cid:573)(cid:2928)(cid:2915)(cid:2930)(cid:2911)(cid:2919)(cid:2922)
(cid:1738)
(cid:1739)
(cid:1740)
(cid:2928)(cid:2915)(cid:2926) , OPEX(cid:2917)(cid:2928)(cid:2919)(cid:2914) (cid:2919),(cid:2920)
(cid:2928)(cid:2915)(cid:2926)
OPEX(cid:2917)(cid:2915)(cid:2924) (cid:2919),(cid:2920)
calculation and incurred in the reporting period by RusHydro Group company i or j included in
the calculation, RUB mn;
is actual operating expenses recognized for the purpose of
, OPEX(cid:2928)(cid:2915)(cid:2930)(cid:2911)(cid:2919)(cid:2922) (cid:2919),(cid:2920)
(cid:2928)(cid:2915)(cid:2926)
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869)
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869)
, OPEX(cid:2914)(cid:2919)(cid:2929)(cid:2913) (cid:2917)(cid:2928)(cid:2919)(cid:2914) (cid:2919),(cid:2920)
OPEX(cid:2914)(cid:2919)(cid:2929)(cid:2913) (cid:2917)(cid:2915)(cid:2924) (cid:2920)
preceding the reporting period (and discounted to the reporting year) by RusHydro Group
company i or j included in the calculation, as attributable to regulated activities, RUB mn;
is actual operating expenses incurred in the period
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869)
, OPEX(cid:2914)(cid:2919)(cid:2929)(cid:2913) (cid:2928)(cid:2915)(cid:2930)(cid:2911)(cid:2919)(cid:2922) (cid:2919),(cid:2920)
(cid:302)gen(cid:15)(cid:3)(cid:302)grid(cid:15)(cid:3)(cid:302)retail is a share of expenses incurred by RusHydro Group company i or j included in
the calculation in the total actual OPEX recognized in the reporting period for the purpose of
calculation, as attributable to regulated activities;
(cid:2928)(cid:2915)(cid:2926) is an actual value of the normalized installed (electric and thermal) capacity of generating
N(cid:2919),(cid:2920)
facilities (including capacity of facilities leased and/or operated under contracts) of RusHydro
Group company i or j included in the calculation in the reporting period, MW.
255
For each generating facilities, the calculation is made as at the end of the reporting period,
taking into account the new capacity commissioned under investment programs approved by
the boards of directors of legal entities included in the KPI calculation;
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) is an actual value of the normalized installed (electric and thermal) capacity of
N(cid:2919),(cid:2920)
generating facilities (including capacity of facilities leased and/or operated under contracts) of
RusHydro Group company i or j included in the calculation in the period preceding the reporting
period, MW;
(cid:2928)(cid:2915)(cid:2926) is the actual number of equivalent units of equipment used in the reporting period at
EqU(cid:2919),(cid:2920)
power grid facilities of RusHydro Group company i or j included in the calculation, pcs.91;
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) is the actual number of equivalent units of equipment used in the period preceding
EqU(cid:2919),(cid:2920)
the reporting period at power grid facilities of RusHydro Group company i or j included in the
calculation, pcs.58;
(cid:2928)(cid:2915)(cid:2926) is the actual number of utility connections of RusHydro Group company i or j included in
UC(cid:2919),(cid:2920)
the calculation as at the end of the reporting period, pcs.;
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) is the actual number of utility connections of RusHydro Group company i or j included
UC(cid:2919),(cid:2920)
in the calculation as at the end of the period preceding the reporting period, pcs.;
100 is a multiplier to calculate the percentage.
The actual operating expenses in the reporting period recognized for the purpose of the KPI
calculation are obtained by the following formula:
OPEX(cid:2919),(cid:2920)
(cid:2928)(cid:2915)(cid:2926) = OPEX(cid:2919),(cid:2920)
(cid:2911)(cid:2913)(cid:2930)(cid:2931)(cid:2911)(cid:2922) (cid:3398) (cid:959)Pacx, where
OPEX(cid:2919),(cid:2920)
(cid:2911)(cid:2913)(cid:2930)(cid:2931)(cid:2911)(cid:2922) is the actual operating expenses in the reporting period, RUB mn;
(cid:959)(cid:671)(cid:707)(cid:724)(cid:728) is operating expenses (costs) of the reporting year not used in the KPI calculation by
decision of PJSC RusHydro's Board of Directors.
The actual operating expenses in the period preceding the reporting period are calculated by
the following formula:
OPEX(cid:2914)(cid:2919)(cid:2929)(cid:2913) (cid:2919),(cid:2920)
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) = OPEX (cid:2919),(cid:2920)
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) (cid:1499) CPI(GRR DOE(cid:2873)(cid:2877)), where
(cid:2928)(cid:2915)(cid:2926)(cid:2879)(cid:2869) is the actual operating expenses in the period preceding the reporting period, RUB
OPEX (cid:2919),(cid:2920)
mn;
CPI is a consumer price index as at the end of the year (conservative, in % to December)
published on
the Russian Ministry of Economic Development
(http://economy.gov.ru) as part of the preliminary social and economic development forecast
the website of
91 Determined as per Order of the Federal Tariff Service of Russia No. 20-e/2 On Approval of Guidelines
for Calculation of Regulated Tariffs and Prices for Electric (Thermal) Energy in the Retail (Consumer)
Market dated August 6, 2004 and amended on April 14, 2014 and September 16, 2014.
256
for the reporting year (for the purpose hereof);
GRR DOE92 is a growth rate of controllable expenses accounted for in the estimates of required
gross revenue imposed by the regulator on a year-on-year basis for regulated activities in
accordance with the Guidelines for Calculation of Regulated Electricity (Capacity) Prices (Tariffs)
for Wholesale Market Suppliers That Own or Otherwise Control Thermal Power Plants Operating
in Non-price Zones of Wholesale Electricity and Capacity Market Where Tariffs are Established
Through Long-term Indexation of Required Gross Revenue as developed in accordance with the
Russian Government's Resolution No. 837 On Amendments to Pricing Basis in the Field of
Regulated Prices (Tariffs) for Electric Power dated June 26, 2019, as well as the Guidelines for
Calculation of Regulated Prices (Tariffs) for Heat Supplies approved by Order of the Federal
Tariff Service No. 760-e dated June 13, 2013.
List of items included in the calculation of KPI 'Decrease in Operating Expenses
(Costs)'
Cost Estimate form of the Business Plan, including business and management costs
No.
Items
1
2
3
4
5
6
7
8
Materials and supplies
Production-related work and services
– Power transmission services of grid companies
– Commercial power metering
except:
– Cash collection
Payroll costs
Compulsory social insurance
Private pension plans
Third-party work and services
except:
– R&D write-off
– Services rendered by state (regulated) bodies (agencies)
Business travel and representation expenses
Lease broken down by areas (lessors)
except:
– Power generating and grid assets lease
9
Voluntary health insurance
10
Accident insurance
11 Other costs attributable to the cost of revenue
except:
– Software and licenses
92 Used for j–companies if GRR DOE is higher than CPI.
257
– Remuneration of Board and Internal Audit Commission members
– Estimated liabilities other than labor costs
Other income and expenses form of the Business Plan
12 Other taxes recognized as part of OPEX
13 Maintenance of mothballed facilities
14
15
16
17
18
19
20
Social
Program of housing conditions improvement
Social facilities
Payroll out of other expenses
Voluntary health insurance
Annual General Meeting of Shareholders
Contributions to non-profit foundations and partnerships
21 Non-capitalized construction costs (impoundment areas, etc.)
22 Miscellaneous
except:
– State duties, reimbursements
– Retiring and written-off assets and materials
– Estimated liabilities, other prepaid expense
– Borrowing and hedging
The calculated indicator is rounded to two decimal places. The rounding is mathematical.
2.7.2. Evaluation
The KPI is deemed to meet the established target if its actual value is at least 95% of the target
for the reporting period. Otherwise, the indicator is not considered to meet the established
target.
2.8.
Integrated Innovative KPI
2.8.1. Calculation
List of legal entities included in the calculation:
PJSC RusHydro, JSC NIIES, JSC Vedeneyev VNIIG, JSC Hydroproject Institute, JSC
Lenhydroproject, JSC Mosoblhydroproject, JSC RAO ES East, JSC DGK, JSC DRSK, PJSC
Kamchatskenergo, PJSC Magadanenergo, PJSC Mobile Energy, PJSC Sakhalinenergo, JSC
Sakhaenergo, JSC Chukotenergo, JSC UESK, and PJSC Yakutskenergo.
The indicator is calculated by measuring each of the Integrated Innovative KPI components:
R&D expenses, % of revenue;
increase in IP assets on the balance sheet in the reporting period;
thermal efficiency in heat generation;
HPP capacity management efficiency;
quality of design (update) and implementation of the Innovative Development Program.
258
The target value is calculated using data from the duly approved Innovative Development
Program of RusHydro effective in the reporting period93.
The actual values of R&D expenses as a percentage of revenue, increase in IP assets on the
balance sheet in the reporting period, and thermal efficiency in heat generation are taken from
the duly approved annual progress report on the Group’s Innovative Development Program.
The actual values for the calculation of HPP capacity management efficiency are determined as
per the annual report on progress against PJSC RusHydro’s Business Plan. To this end, the
actual HPP installed capacity is taken as capacity as at the last day of the reporting year.
The actual values of the quality of design (update) / implementation of the Innovative
Development Program are calculated in accordance with the Regulations on the Quality
Assessment Procedure for the Development, Update and Annual Independent Assessment of
Innovative Development Programs of Joint-Stock Companies Partially Owned by the
Government, State-Owned Companies and Federal State Unitary Enterprises (appendix to
Russian Government’s Decree No. AD-P36-621 dated February 9, 2016).
2.8.1.1. RR&Dexpenses, % of revenue (P1)
The indicator is calculated using the following formula:
RR&D = (R&D/S)*100%, where
R&D is annual R&D expenses of the companies used in the indicator calculation, including:
a) cost of acquiring exclusive intellectual property rights (under contracts for the alienation of
exclusive rights under Article 1234 of the Russian Civil Code) or rights to use intellectual
property (pursuant to license contracts under Article 1234 of the Russian Civil Code) with
respect to the following intellectual properties:
inventions, utility models or industrial designs (patent rights);
software (copyright), databases (related rights), and integrated circuit topographies;
microcircuits;
manufacturing processes (know-how).
b) contributions to venture capital funds or private equity funds with a focus on small innovative
and high-tech businesses;
c) investments in high-tech manufacturing projects in cooperation with Russian universities and
government research institutions as part of Russian Government’s Resolution No. 218 of April 9,
2010;
93 Should any amendments be made by the Interdepartmental Working Group for the Implementation of
Innovative Development Priorities with the Presidium of the Russian President’s Council for Modernization
of the Economy and Innovative Development of Russia to the target values or to guidelines for the
calculation of integrated innovative KPI components or should the program be updated or should the
program be approved for a new period, the integrated innovative KPI is calculated using the updated
information.
259
d) procurement of research equipment for Russian educational institutions;
e) contributions to non-profit organizations supporting priority technology platforms as per the
list approved by the Presidium of the Russian President’s Council for Modernization of the
Economy and Innovative Development of Russia and contributions to specialized entities
managing regional innovation clusters as per the list set forth in Appendix 6 to Russian
Government’s Resolution No. 316 of April 15, 2014;
f) cost of continuing education (professional development and retraining of staff) and targeted
training of students at universities and vocational schools.
S is annual revenue of the companies included in the calculation as per RAS financial
statements less the cost of purchased electricity and heat, cost of power and heat transmission
by grid companies, intragroup operations, including revenue of JSC DRSK and revenue from
utility connection
2.8.1.2. Increase in IP assets on the balance sheet in the reporting period (P2).
The indicator is calculated using the following formula
N(cid:2926)(cid:2911)(cid:2930)(cid:2915)(cid:2924)(cid:2930)(cid:2929) = (cid:3436)
P(cid:2919)
P(cid:2919)(cid:2879)(cid:2869)
(cid:3398) 1(cid:3440) (cid:1499) 100%
is the actual number of IP assets on the balance sheet of the companies included in the
Pi
calculation (with the copyright protection available) in the reporting year.
P i-1 is the actual number of IP assets on the balance sheet of the companies included in the
calculation (with the copyright protection available) in the year preceding the reporting year.
Copyright protection means duly executed (with the copyright protection available) patents for
inventions, patents for utility models, software registration certificates, database and integrated
circuit topography (including know-how) registration certificates.
2.8.1.3. Thermal efficiency in heat generation (P3) (for JSC RAO ES East only)
The indicator is calculated using the following formula:
Teh
86.0(
W
supply
*7
*7
Q
BB
)*
1,000
supply
%, where
Wsupply is total electricity supply from the busbars to the companies included in the calculation in
the reporting year, mn kWh;
Qsupply is total heat supply from the boiling stations to the companies included in the calculation
in the reporting year, ‘000 Gcal;
0.86 is a conversion factor for kWh to Gcal;
7 is a ratio of calorific value of equivalent fuel, kcal/kg;
260
(cid:490) is total consumption per unit of equivalent fuel for electricity and heat generation across the
companies included in the calculation in the reporting year, tonnes of equivalent fuel.
2.8.1.4. HPP capacity management efficiency (P4), number of employees per 100
MW (for PJSC RusHydro only)
The indicator is calculated using the following formula:
WHPP = Average headcount involved in core operations / HPP installed capacity *100
The target values of headcount and installed capacity are calculated based on PJSC RusHydro’s
Business Plan for the relevant period.
The HPP capacity management efficiency measured in the number of employees per 100 MW
(P4) is an inverse proportion: the lower the value, the higher the efficiency.
2.8.1.5. Quality of Innovative Development Program design (update) and
implementation (P5), %
The target value of the indicator is set at 90%.
Specific weights are assigned to the components of the quality of Innovative Development
Program design (update) and the quality of Innovative Development Program implementation
as resolved by the Interdepartmental Working Group for the Implementation of Innovative
Development Priorities with the Presidium of the Russian President’s Council for Modernization
of the Economy and Innovative Development of Russia.
If, at the time the indicator is calculated, any of the component values is not available, its
weight is assigned to another component of the indicator.
The evaluation of whether and to what extent the indicator meets the established target is
based on the results of the final assessment of the quality of Innovative Development Program
design (update) and Innovative Development Program implementation for the reporting period
as provided by the Interdepartmental Commission for Technological Development with the
Presidium of the Council under the President of the Russian Federation for the modernization of
the economy and innovative development of Russia and approved by the resolution of the
Interdepartmental Working Group for the Implementation of Innovative Development Priorities
with the Presidium of the Russian President's Council for Modernization of the Economy and
Innovative Development of Russia.
2.8.2. Evaluation
The evaluation of whether and to what extent the integrated innovative KPI meets the
established target is based on the values of its components as shown below:
P(cid:2919)(cid:2924)(cid:2930)(cid:2911)(cid:2917)(cid:2928)(cid:2911)(cid:2930)(cid:2915)(cid:2914) = (cid:963)
5
i = 1
(cid:962)
0
i
(cid:1499) weight(cid:2919), %
where
Pintegrated is the Integrated Innovative KPI in the reporting year.
(cid:962)
is an indicator value n(i) characterising the Company's innovation activity in the reporting
0
i
year.
261
weight(cid:2919) is a weight of the indicator in the reporting year.
Weights for the calculation of the Integrated Innovative KPI are shown in the table below:
No.
Component
Weight, %
1
2
3
4
5
R&D expenses, % of revenue
Increase in IP assets on the balance sheet in the reporting period, %
Thermal efficiency, % (JSC RAO ES East only)
HPP capacity management efficiency, number of employees per 100 MW
(RusHydro)
Quality of
implementation, %
Innovative Development Program design
(update) and
15
15
20
20
30
2.8.2.1. R&D expenses, % of revenue(
(cid:616)(cid:585)1
).
The indicator is considered to fully meet the established target if its actual value is not below
the target set in the Innovative Development Program for the reporting year. Otherwise, it is
assessed by the extent to which the target has been met (the ratio of the indicator's actual
value to its target value as provided in the Innovative Development Program and the relevant
progress report).
2.8.2.2. Increase in IP assets on the balance sheet in the reporting period (
(cid:616)(cid:585)2
).
The indicator is considered to fully meet the established target if its actual value is not below
the target set in the Innovative Development Program for the reporting year. Otherwise, it is
assessed by the extent to which the target has been met (the ratio of the indicator’s actual
value to its target value as provided in the Innovative Development Program and the relevant
progress report).
2.8.2.3. Thermal efficiency (JSC RAO ES East only) (
(cid:616)(cid:585)3
).
The indicator is considered to fully meet the established target if its actual value is not below
the target set in the Innovative Development Program for the reporting year. Otherwise, it is
assessed by the extent to which the target has been met (the ratio of the indicator’s actual
value to its target value as provided in the Innovative Development Program and the relevant
progress report).
2.8.2.4. HPP capacity management efficiency, number of employees per 100 MW
(for RusHydro only) (
(cid:616)(cid:585)4
).
The HPP capacity management efficiency measured in the number of employees per 100 MW
(P4) is an inverse proportion: the lower the value, the higher the efficiency. The indicator is
considered to fully meet the established target if its actual value is not above the target set in
the Innovative Development Program for the reporting year. Otherwise, it is assessed by the
262
extent to which the target has been met (the ratio of the indicator’s target value to its actual
value as provided in the Innovative Development Program and the relevant progress report).
2.8.2.5. Quality of Innovative Development Program design (update) and
implementation (
(cid:616)(cid:585)5
).
Whether and to what extent the indicator meets the established target is evaluated as provided
in paragraph 2.8.1.5.
2.8.2.6. Evaluation of the integrated innovative KPI:
the indicator is considered to meet the established target if Pintegratedactual (cid:149)(cid:3) (cid:19)(cid:17)(cid:28)(cid:24)(cid:3)
Pintegratedplan, where
Pintegratedactual
year.
is the actual value of the integrated innovative KPI in the reporting
Pintegratedplan is the established (target) value of the integrated innovative KPI in the
reporting year.
the indicator is considered not to meet the established target if Pintegratedactual <
0.95·Pintegratedplan.
2.9. KPI ‘Total Shareholder Return (TSR)’
2.9.1. Calculation
The target value is not calculated since it is sourced externally.
The indicator is calculated for one year using the data about the Company's shares quotation
on the Moscow Exchange and RusHydro Group's consolidated financial statements prepared in
accordance with the International Financial Reporting Standards (IFRS) using the following
formula:
TSR = (cid:3435)(cid:2900)(cid:3117)(cid:2879)(cid:2900)(cid:3116)(cid:3439)(cid:2878)(cid:2888)(cid:2900)(cid:2903)
, where
(cid:2900)(cid:3116)
P(cid:2868) is an average price per share in RUB on the Moscow Exchange over 22 trading days as at
the end of the year preceding the reporting year;
P(cid:2869) is an average price per share in RUB on the Moscow Exchange over 22 trading days as at the
end of the reporting year;
DPS (dividend per share) is a total amount of dividends or other disbursements (special
dividends, redemption of shares, etc.) in RUB payable to shareholders per share during the
reporting period.
No decimals are used in the calculation of the indicator. The rounding is mathematical.
2.9.2.
Evaluation
The indicator is evaluated by comparing the Company’s actual TSR against changes in the key
263
composite index of the Moscow Exchange (the Index). Changes in the Index are calculated as a
percentage of changes in the average Index over 22 trading days as at the end of the year
preceding the reporting year and the average Index for 22 trading days as at the end of the
reporting year. The indicator is considered to fully meet the established target (the actual value
is assumed to be 100%) if the estimated actual indicator grew faster than the Index in the
reporting period.
Otherwise, the indicator is not considered to meet the established target (the actual value is
assumed to be 0%).
2.10. KPI ‘Free cash flow (FCF)’
2.10.1. Calculation
The list of legal entities for the calculation of:
the target value is taken from PJSC RusHydro’s effective Regulations on the Business
Planning Framework subject to RusHydro Group’s Consolidated Business Plan;
the actual value is taken from RusHydro Group's audited consolidated financial
statements prepared in accordance with the International Financial Reporting Standards
(IFRS), Note Principal Subsidiaries.
For the target value calculation, RusHydro Group uses data from its Business Plan duly
approved by the Company.
For the actual value calculation, RusHydro Group uses data from its audited consolidated
financial statements prepared in accordance with the IFRS (Consolidated Statement of Cash
Flows).
The indicator for RusHydro Group is calculated as a difference between the net cash flow from
operations less interest paid on borrowings, financial lease and derivatives, and CAPEX. Free
Cash Flow (FCF) is net consolidated cash flow from operations less obligatory financing
expenses and investments required to maintain and/or expand the existing assets.
FCF is calculated on the basis of RusHydro Group's consolidated annual financial statements
prepared in accordance with the IFRS, using the following formula:
FCF = CFO – CAPEX – Interest paid – Finance lease payments
where
CFO is the Net Cash Generated by Operating Activities line in the Consolidated Statement of
Cash Flows for the reporting period;
CAPEX is total cash outflows recognized in the Cash Flow from Investing Activities section of the
Consolidated Statement of Cash Flows for the reporting period;
264
Interest paid and Finance lease payments94 are relevant amounts specified in the Cash Flow
from Financing Activities section of the Consolidated Statement of Cash Flows for the reporting
period.
2.10.2. Evaluation
The KPI is considered to meet the established target if its actual value is at least 95% of the
target for the reporting period. Otherwise, the indicator is not considered to meet the
established target.
2.11. Earnings per share (EPS), RUB/share
2.11.1. Calculation
List of legal entities to be used in the calculation:
the target value is calculated based on RusHydro’s effective Regulations on the Business
Planning Framework subject to RusHydro Group’s Consolidated Business Plan;
the actual value is calculated based on RusHydro Group's audited consolidated financial
statements prepared under the International Financial Reporting Standards (IFRS), note
Principal subsidiaries.
The target value is calculated based on the input from RusHydro Group’s Consolidated
Business Plan and RusHydro Group’s Business Plan:
EPS
Profit for the period + Non (cid:3398) cash expenses (cid:3398)
(cid:3398)Non (cid:3398) cash income + Fuel costs
(Number of shares as at the beginning of the year + Number of shares as at the end of the year) (cid:1499) 0.5
=
where:
Profit for the period is the line Profit for the period in RusHydro Group’s Consolidated Income
Statement, RUB mn.
Non-cash expenses/income – the item Other Non-cash Operating Expense/Income Items
(Explanatory Note to RusHydro Group's Consolidated Business Plan, chapters Financial
Income and Expenses, Analysis by Segment, Financial Results), RUB mn, includes:
Non-cash expenses include:
Loss from impairment of fixed assets;
Loss from impairment of long-term promissory notes;
Impairment loss on available-for-sale financial assets;
94 Line titles may differ from those published in the IFRS financial statements or the business plan, but
their meaning and content correspond to those specified herein.
265
Loss on revaluation of net assets of a subsidiary acquired exclusively with a view to
resale;
Loss from disposal of fixed assets;
Balance of income and expenses related to provisioning;
Discounting costs;
Inventory impairment provision;
Foreign exchange losses;
Other non-cash expenses.
Non-cash income includes:
Income associated with the pension plan reduction;
Discounting income;
Foreign exchange gains;
Income from revaluation of financial investments;
Other non-cash income.
Fuel costs is the estimated amount of expenses under the Fuel costs item (Explanatory Note
to RusHydro Group's Consolidated Business Plan, Chapter RusHydro Group’s Expenses),
RUB mn.
Number of shares as at the beginning of the year is the number of shares (in millions) as at
the beginning of the year calculated by dividing the Authorized capital
line (RusHydro's
business plan / RusHydro’s pro forma balance sheet / Liabilities / III Capital and reserves) by
par value of a share (RUB 1).
Number of shares as at the end of the year is the number of shares (in millions) as at the end
of the year calculated by dividing the Authorized capital
line (RusHydro's business plan /
RusHydro’s pro forma balance sheet / Liabilities / III Capital and reserves) by par value of a
share (RUB 1).
The calculated indicator is rounded to two decimal places. The rounding is mathematical.
For the actual value calculation, RusHydro Group uses the data from its IFRS consolidated
financial statements. Consolidated Statement of Financial Position, Consolidated Profit and
Loss Statement, note Information by Segment to RusHydro’s audited financial (accounting)
statements.
EPS
Profit for the period + Non (cid:3398) cash expenses (cid:3398)
(cid:3398)Non (cid:3398) cash income + Fuel costs
(Number of shares as at the beginning of the year + Number of shares as at the end of the year) (cid:1499) 0.5
=
266
where:
Profit for the period (year) is the Profit for the year line in RusHydro Group’s
Consolidated Profit and Lost Statement template, RUB mn.
Number of shares as at the beginning of the year is the number of shares (in millions) as at
the beginning of the year calculated by dividing the Authorized capital
line (RusHydro's
balance sheet / Liabilities / III Capital and reserves) by par value of a share (RUB 1).
Number of shares as at the end of the year is the number of shares (in millions) as at the end
of the year calculated by dividing the Authorized capital
line (RusHydro's balance sheet /
Liabilities / III Capital and reserves) by par value of a share (RUB 1).
Non-cash expenses/income – the item Other non-cash items of operating income and
expenses (Notes Segment information and Finance income, expenses to RusHydro Group's
IFRS consolidated financial statements for the reporting period), RUB mn, includes:
Non-cash expenses include:
Loss from impairment of fixed assets;
Loss from impairment of long-term promissory notes;
Impairment loss on available-for-sale financial assets;
Loss on revaluation of net assets of a subsidiary acquired exclusively with a view to
resale;
Loss from disposal of fixed assets;
Balance of income and expenses related to provisioning;
Discounting costs;
Inventory impairment provision;
Foreign exchange losses;
Other non-cash expenses.
Non-cash income includes:
Income associated with the pension plan reduction;
Discounting income;
Foreign exchange gains;
Income from revaluation of financial investments;
Other non-cash income.
267
Fuel costs is the actual expenses under the item Fuel Costs (Note Operating Expensesto
RusHydro Group's IFRS consolidated financial statements for the reporting period), RUB mn.
The calculated indicator is rounded to two decimal places. The rounding is mathematical..
2.11.2. Indicator evaluation
The KPI is deemed to meet the established target if its actual value is at least 95% of the
target for the reporting period95. Otherwise, the indicator is not considered to meet the
established target.
95 If any additional shares are issued this year in favor of the Russian Federation, the target number of
such shares shall be adjusted to factor in such additional shares placed as part of such issue.
268
APPENDIX NO.10 INDEPENDENT ASSURANCE REPORT ON THE FULFILMENT OF THE LONG-TERM
DEVELOPMENT PROGRAMME OF RUSHYDRO GROUP FOR 2019
269
270
271
APPENDIX NO.11 INFORMATION CONCERNING ESTABLISHMENT OF UNIFIED TREASURIES IN
THE HEAD COMPANIES, SUBSIDIARIES, AND AFFILIATES
Pursuant to the Directives No. 5110 p-P13 and No. 1796p-P13 of the Government of the
Russian Federation dated August 8, 2014 and March 26, 2015, respectively, the Board of
Directors of PJSC RusHydro (hereinafter-
the Company) made a resolution "On the
Establishment of a Unified Treasury of PJSC RusHydro, its Subsidiaries, and Affiliates (Minutes
No. 203 dated September 15, 2014) and issued an order (Minutes No. 215 dated May 5, 2015)
to conduct an annual analysis following the establishment of a Unified Treasury of RusHydro
Group. The Unified Treasury (hereinafter - UT) has been functioning as a methodological and
information center since June 30, 2015, whose activities are aimed at regulating the work of the
UT, optimizing cash flows, and centralizing the management of RusHydro Group’s financial
risks.
The UT represents a vertically integrated three-level organizational system of RusHydro Group’s
treasury:
Unified
Treasury
Treasury of Subgroups
Treasury of Subsidiaries
On an annual basis:
settlement and payment system of RusHydro Group is subject to the inventory check,
following which a report on the annual outcomes of RusHydro Group’s UT establishment
is sent to the Ministry of Finance of the Russian Federation and the Federal Financial
Monitoring Service.
monitoring the level of reliability and financial stability of partner banks within RusHydro
Group’s system for selecting lenders to place funds with the aim of accreditation of
partner banks;
calculation and approval of risk limits on accredited banks and guarantor banks.
272
In 2019, work aimed at centralizing risk management, optimization of operational costs of
RusHydro Group is continued. Process of accepted guarantees monitoring is automated to
secure performance of obligations of RusHydro Group’s counterparties.
Since August 2019, the Group has been running a Project to create a centralized Single
Treasury, an automated information platform, establishing a unified IT infrastructure to support
business processes of the Treasury and Finance functions. The project is planned for
2021.
completion
in
273
APPENDIX NO.12 INFORMATION ON THE ACTUAL RESULTS OF THE IMPLEMENTATION OF EXECUTIVE ORDERS AND INSTRUCTIONS ISSUED BY THE
PRESIDENT OF THE RUSSIAN FEDERATION AND BY THE GOVERNMENT OF THE RUSSIAN FEDERATION IN 2019
No.
Registration
number
1
2
3
4
5
6
7
8
9
(cid:490)(cid:541)-(cid:24)(cid:26)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:24)(cid:26)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:25)(cid:21)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:25)(cid:24)(cid:28)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:21)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:20)(cid:20)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:22)(cid:28)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:23)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:28)(cid:24)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the
Brief content of the Executive Order /
Instruction
On consideration of updating the long-term plan
for the comprehensive social and economic
development of Svobodny of the Amur Region
On providing information
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
January 17, 2019.
February 15, 2019.
January 17, 2019.
February 11, 2019.
Telegram about conducting a meeting on January
25, 2019 concerning results of work performed in
2018 and priority tasks for 2019
On providing information on graduates of the
federal program “Training and retraining of
professional managers reserve (2010-2021)”
On providing information
January 18, 2019.
January 24, 2019.
January 18, 2019.
February 5, 2019.
January 25, 2019.
February 7, 2019.
On providing information
January 28, 2019.
February 4, 2019.
On sending information
January 31, 2019.
February 15, 2019.
On providing information
February 6, 2019.
February 14, 2019.
On presenting a report concerning
February 7, 2019.
February 12, 2019.
274
No.
Registration
number
10
(cid:490)(cid:541)-(cid:21)(cid:20)(cid:26)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
11
12
13
(cid:490)(cid:541)-(cid:21)(cid:20)(cid:25)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:21)(cid:27)(cid:21)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:21)(cid:27)(cid:26)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
14
(cid:490)(cid:541)-(cid:22)(cid:19)(cid:20)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
15
16
(cid:490)(cid:541)-(cid:22)(cid:26)(cid:27)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:23)(cid:27)(cid:19)(cid:27)(cid:17)(cid:501)(cid:512)(cid:3)
17
(cid:490)(cid:541)-(cid:23)(cid:27)(cid:22)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
implementation of actions on completion of
Cheboksarskaya HPP construction
On sending a report of the Government of the
Russian Federation on issue of compensation of
shortfall in income of JSC DGK
February 11, 2019.
February 15, 2019.
On presentation of plan-schedule of engineering
subdivisions placement on the Russky Island
February 11, 2019.
March 1, 2019.
On sending information concerning the project
“Construction of Two Single-Circuit 110 kV Pevek-
Bilibino Overhead Lines”
On providing information on making changes to
exclude excessive requirements to designing,
construction and operation of hydropower
facilities
On providing information on preparation of a
report to the President of the Russian Federation
on the main results of activity in 2018 on the
territory of the Far Eastern Federal District
On providing a report to the Government of the
Russian Federation on annual qualification
upgrade
On conducting a meeting on March 27, at 6.30
p.m. with D. Kozak concerning the issue of price
setting on electric energy for the new generating
object in the Primorsky Territory
On providing agreed suggestions on the report of
the Federal Anti-Monopoly Service of Russia
(dated March 1, 2019 No. VK/16210-Pr/19)
February 21, 2019.
February 28, 2019.
February 21, 2019.
February 26, 2019.
February 25, 2019.
April 1, 2019.
March 7, 2019.
March 25, 2019.
March 26, 2019.
March 27, 2019.
March 26, 2019.
April 1, 2019.
275
No.
Registration
number
18
19
20
21
22
23
24
25
26
(cid:490)(cid:541)-(cid:23)(cid:27)(cid:22)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:23)(cid:27)(cid:22)(cid:27)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:23)(cid:27)(cid:24)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:23)(cid:28)(cid:26)(cid:28)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:24)(cid:19)(cid:27)(cid:27)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:24)(cid:19)(cid:26)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:24)(cid:20)(cid:20)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:24)(cid:27)(cid:25)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:25)(cid:21)(cid:25)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Brief content of the Executive Order /
Instruction
On providing the agreed report (Ministry of
Energy of Russia dated February 7, 2019 No. AN-
1141/09)
On providing agreed suggestions to the
Government of the Russian Federation on the
report of the Ministry of Finances of Russia (dated
February 15, 2019 No. 01-02-2/19-9644)
On providing information on financing of the
investment project “Construction of Two Single-
Circuit 110 kV Pevek-Bilibino Overhead Lines”
On providing agreed suggestions in accordance
with the order of the Ministry of Energy
On providing the position of PJSC RusHydro for
preparation of the report to the Control
Directorate of the President about alternative
options working out of energy supply to the
region within the frames of actions on adjustment
of the Scheme and program of electric energy
development of the Kamchatka Territory
On providing information for the report to the
President of the Russian Federation
On providing the minutes on project
implementation “Construction of Two Single-
Circuit 110 kV Pevek-Bilibino Overhead Lines”
On providing a report in compliance with Clause 3
of the order “On functioning of the integrated
power grid of the Russian Federation”
On providing a position on the use of available
remaining balance of unused contributions to the
authorized capital of PJSC RusHydro for the
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
March 26, 2019.
April 9, 2019.
March 26, 2019.
April 15, 2019.
March 27, 2019.
April 30, 2019.
March 28, 2019.
April 1, 2019.
March 29, 2019.
April 12, 2019.
March 29, 2019.
April 9, 2019.
April 1, 2019.
May 28, 2019.
April 11, 2019.
April 30, 2019.
April 18, 2019.
April 23, 2019.
276
No.
Registration
number
The Body that issued
Executive Order /
Instruction
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
27
28
29
30
31
32
33
34
(cid:490)(cid:541)-(cid:25)(cid:21)(cid:25)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:25)(cid:21)(cid:25)(cid:28)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:26)(cid:20)(cid:23)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:26)(cid:20)(cid:23)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-72(cid:20)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:26)(cid:21)(cid:20)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:26)(cid:22)(cid:22)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:26)(cid:23)(cid:19)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
35
(cid:490)(cid:541)-(cid:26)(cid:28)(cid:20)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
implementation of investment projects
On providing a position on energy saving of
Chaun-Bilibinsky electric generation system of the
Chukotka Autonomous District
On follow-up revision of the order of the
Government of the Russian Federation on
approval of action plan on implementation of
Concept of the Russky Island development
On consideration of additions to the order of the
Government of the Russian Federation
On providing agreed suggestions to the
Government of the Russian Federation in
accordance with Clause 49 of the Regulation of
the Government of the Russian Federation (report
dated April 16, 2019 No. 01-02-02/19-26857)
On presenting the position on technological
connection to “Far East Hectare” electric grids
On providing information on making changes to
exclude excessive requirements to designing,
construction and operation of hydropower
facilities
On consideration of consolidation of electric grid
assets
On conducting a meeting on May 17, 2018 at
1.00 p.m. concerning dividends paying out
according to the results of 2018 of PJSC
RusHydro and JSC SO UES
On the project of plan-schedule of placement of
engineering subdivisions and research and
April 18, 2019.
April 19, 2019.
April 18, 2019.
May 14, 2019.
May 6, 2019.
May 13, 2019.
May 6, 2019.
May 21, 2019.
May 7, 2019.
May 14, 2019.
May 7, 2019.
May 16, 2019.
May 13, 2019.
May 21, 2019.
May 14, 2019.
May 16, 2019.
May 22, 2019.
May 24, 2019.
277
No.
Registration
number
36
37
38
39
40
41
42
43
44
(cid:490)(cid:541)-(cid:27)(cid:20)(cid:22)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:27)(cid:21)(cid:20)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:28)(cid:20)(cid:23)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:28)(cid:23)(cid:19)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:28)(cid:23)(cid:19)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:28)(cid:23)(cid:24)(cid:28)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:28)(cid:26)(cid:22)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:21)(cid:24)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:22)(cid:24)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
45
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:22)(cid:24)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Russian Federation
Administration of the
President of the Russian
Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
development centres on the Russky Island
On participation in “WEC patrons” program
May 27, 2019.
May 29, 2019.
On providing suggestions concerning decrease of
tariffs in the Zabaikalye Territory
May 28, 2019.
May 31, 2019.
On providing the report draft
June 13, 2019.
June 18, 2019.
On suggestions working out on further
implementation of the project “Construction of
Two Single-Circuit 110 kV Pevek-Bilibino
Overhead Lines” (construction stage No. 1)
On providing the suggestions concerning
technological connection to “Far East Hectare”
electric grids
On presentation of suggestions on
implementation of the solution about necessity of
CHPP construction in Pevek
On presenting a report on anti-corruption
management
June 18, 2019.
June 27, 2019.
June 18, 2019.
June 26, 2019.
June 19, 2019.
June 24, 2019.
June 25, 2019.
July 8, 2019.
On submitting a report on technological
connection to “Far East Hectare” electric grids
July 3, 2019.
July 5, 2019.
On execution of Clause 8 of the Section I of the
order of the Government of the Russian
Federation on implementation of construction
project of the new CHPP in Pevek
On providing information on energy supply to the
Chukotka Autonomous District
July 4, 2019.
July 5, 2019.
July 4, 2019.
July 8, 2019.
278
No.
Registration
number
46
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:23)(cid:25)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Russian Federation
Office of the
Government of the
Russian Federation
47
48
49
50
(cid:490)(cid:541)-(cid:20)(cid:19)(cid:24)(cid:23)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:20)(cid:25)(cid:20)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:21)(cid:20)(cid:26)(cid:28)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:21)(cid:20)(cid:27)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
51
(cid:490)(cid:541)-(cid:20)(cid:21)(cid:24)(cid:19)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
52
53
(cid:490)(cid:541)-(cid:20)(cid:21)(cid:28)(cid:27)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:22)(cid:20)(cid:22)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
On sending information on execution of Clause 2
section III of the order of the Government of the
Russian Federation No. DK-P9-250pr concerning
financing the investment project “Construction of
Two Single-Circuit 110 kV Pevek-Bilibino
Overhead Lines”
On providing information for the project on
physical culture and popular sport development in
the Russian Federation
On sending agreed suggestions on technological
connection to “Far East Hectare” electric grids
On energy saving of the Chukotka Autonomous
District by the order of the Government of the
Russian Federation No. DK-P9-4921
On organization of centralized energy supply to
Krasny Yar, Sobolinskoe, Yasenevoe and Olon of
the Primorsky Territory by the order of the
Government of the Russian Federation 3 DK-P9-
573
On considering application of Khabarovsk
Territory Governor S. Furgal concerning gas
supply of the region
July 5, 2019.
August 15, 2019.
July 8, 2019.
July 11, 2019.
July 24, 2019.
July 26, 2019.
August 1, 2019.
August 5, 2019.
August 1, 2019.
August 12, 2019.
August 7, 2019.
August 21, 2019.
On preserving the bridge across the Yenisei River
in the area of the Sayano-Shushenskaya HPP
August 15, 2019.
August 21, 2019.
On providing agreed suggestions on
implementation of the project of construction of
Single-Circuit 110 kV Pevek-Bilibino Overhead
August 16, 2019.
August 22, 2019.
279
No.
Registration
number
54
55
56
57
(cid:490)(cid:541)-(cid:20)(cid:22)(cid:24)(cid:19)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:23)(cid:23)(cid:23)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:23)(cid:23)(cid:23)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:23)(cid:24)(cid:22)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
58
(cid:490)(cid:541)-(cid:20)(cid:23)(cid:28)(cid:27)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
59
60
61
62
63
(cid:490)(cid:541)-(cid:20)(cid:23)(cid:28)(cid:27)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:24)(cid:21)(cid:20)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:24)(cid:22)(cid:19)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:24)(cid:22)(cid:20)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:24)(cid:27)(cid:23)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Administration of the
President of the Russian
Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
Lines
On sending the materials for reworking of energy
supply to the Chukotka Autonomous District
August 23, 2019.
August 27, 2019.
On suggestions concerning implementation of
construction project of the new CHPP in Pevek
September 9, 2019.
September 13, 2019.
On technological connection to electric grids of
consumers on the “Far East Hectare” program
September 9, 2019.
September 12, 2019.
On considering the report of the Government of
the Russian Federation “On actions of energy
supply provision to the Chukotka Autonomous
District” and provision of position
On sending the minutes of the meeting
concerning implementation progress of the
federal project “Health Improvement of Volga” in
constituent entities of the Russian Federation
On state support of social and economic
development of the Mari El Republic
September 10, 2019.
September 24, 2019.
September 17, 2019.
October 22, 2019.
September 17, 2019.
October 17, 2019.
On the project of action plan with the results of
the conducted analysis of the active legislation
September 20, 2019.
October 7, 2019.
On presentation of position concerning
organization of centralized energy supply to
Krasny Yar, Sobolinskoe, Yasenevoe and Olon of
the Primorsky Territory
On implementation of plan-schedule of
engineering subdivisions placement on the Russky
Island
On providing information on execution of the
September 23, 2019.
September 26, 2019.
September 23, 2019.
October 1, 2019.
October 1, 2019.
October 18, 2019.
280
No.
Registration
number
The Body that issued
Executive Order /
Instruction
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
64
65
66
(cid:490)(cid:541)-(cid:20)(cid:24)(cid:28)(cid:23)(cid:21)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:19)(cid:20)(cid:19)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:19)(cid:19)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
67
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:20)(cid:21)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
68
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:21)(cid:26)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
69
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:23)(cid:20)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
70
71
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:23)(cid:23)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:24)(cid:25)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
order of the Government of the Russian
Federation “On the National Program of Anti-
Corruption Management”
On providing the information on submission of
the federal property to the ownership of the
Primorsky Territory
On consideration of application of the non-
governmental organization “All-Russian Electric
Trade Union”
On presentation of suggestions by the order of
the Government of the Russian Federation “On
Expediency of Changing the Reservoir Water
Surface of Cheboksarskaya HPP”
On presentation of suggestions by the order of
the Government of the Russian Federation “On
Expediency of Changing the Reservoir Water
Surface of Cheboksarskaya HPP”
On consideration of application of the Association
“Community of Energy Consumers” concerning
execution of independent audit of Artemovskaya
CHPP-2 construction project
On sending the minutes of the meeting
concerning extension of action of levelling
mechanism of tariffs for electric energy in the
territory of the Far Eastern Federal District
On sending the minutes of the meeting of the
Government Commission concerning development
of electric power industry
On follow-up revision of the project “On making
changes in some acts of the Government of the
Russian Federation on separate issues of
consolidation of objects of electric grid household
October 2, 2019.
October 9, 2019.
October 3, 2019.
October 25, 2019.
October 3, 2019.
November 1, 2019.
October 4, 2019.
November 1, 2019.
October 8, 2019.
November 5, 2019.
October 10, 2019.
October 24, 2019.
October 10, 2019.
November 1, 2019.
October 14, 2019.
October 30, 2019.
281
No.
Registration
number
The Body that issued
Executive Order /
Instruction
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
72
(cid:490)(cid:541)-(cid:20)(cid:25)(cid:27)(cid:23)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
73
(cid:490)(cid:541)-(cid:20)(cid:26)(cid:21)(cid:19)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
74
(cid:490)(cid:541)-(cid:20)(cid:26)(cid:23)(cid:24)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
75
(cid:490)(cid:541)-(cid:20)(cid:26)(cid:27)(cid:28)(cid:22)(cid:17)(cid:501)(cid:512)(cid:3)
76
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:20)(cid:22)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
77
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:21)(cid:24)(cid:23)(cid:17)(cid:501)(cid:512)(cid:3)
78
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:21)(cid:24)(cid:24)(cid:17)(cid:501)(cid:512)(cid:3)
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
in territorial grid organizations”
On presentation of position concerning
development of project documentation on
construction completion of Cheboksarsky
hydropower station
On implementation of agreements achieved
during the 17th session of the Russian-Bulgarian
Intergovernmental Commission on Economic and
Scientific-Technical Cooperation
On alternative options working out of energy
supply to the Kamchatka Territory
October 17, 2019.
October 18, 2019.
October 24, 2019.
November 29, 2019.
October 29, 2019.
November 12, 2019.
On sending the minutes of the meeting
concerning implementation of the investment
project “Three volcanoes” Park” in the Kamchatka
Territory
On considering the materials about allocation of
additional monetary funds to the Chukotka
Autonomous District for implementation of the
investment project on reclamation of Baimsky ore
zone
On presentation of position concerning CHPP
construction in Sovetskaya Gavan
On sending the minutes of the meeting
concerning implementation of the project
“Construction of Two Single-Circuit 110 kV Pevek-
Bilibino Overhead Lines” and construction of other
engineering infrastructure facilities for provision
November 5, 2019.
November 19, 2019.
November 8, 2019.
November 18, 2019.
November 11, 2019.
November 19, 2019.
November 11, 2019.
December 6, 2019.
282
No.
Registration
number
The Body that issued
Executive Order /
Instruction
Brief content of the Executive Order /
Instruction
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
79
80
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:23)(cid:25)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:20)(cid:27)(cid:27)(cid:21)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
Office of the
Government of the
Russian Federation
Office of the
Government of the
Russian Federation
81
(cid:490)(cid:541)-(cid:20)(cid:28)(cid:21)(cid:23)(cid:27)(cid:17)(cid:501)(cid:512)(cid:3)
82
83
(cid:490)(cid:541)-(cid:20)(cid:28)(cid:21)(cid:28)(cid:26)(cid:17)(cid:501)(cid:512)(cid:3)
(cid:490)(cid:541)-(cid:21)(cid:19)(cid:21)(cid:20)(cid:20)(cid:17)(cid:501)(cid:512)(cid:3)
84
(cid:490)(cid:541)-(cid:21)(cid:19)(cid:23)(cid:27)(cid:27)(cid:17)(cid:501)(cid:512)(cid:3)
85
(cid:490)(cid:541)-(cid:21)(cid:19)(cid:28)(cid:19)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the
Government of the
Russian Federation
Office of the Envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Office of the envoy from
the President of the
Russian Federation in
the Far Eastern Federal
District
Administration of the
President of the Russian
Federation
of energy supply to the Chukotka Autonomous
District
On sending the minutes of the meeting with Yu.
Trutnev concerning energy supply of consumers
and active investment projects
On sending the minutes of the meeting
concerning the projects of the federal law, sent
for improvement of state regulation of prices,
legal position of natural monopolies and
investment activity carrying out by subjects of
natural monopolies
On providing the information on running of
heating period in Deputatsky
On package of measures aimed at the increase of
market value of RusHydro Group for the period
up to 2021
On providing the information on the stated and
prognosticative shortfall in incomes of the
enterprise connected with the change of price for
gas, actions taken to pay for the contracted
volumes of gas
On conducting the meeting on December 25,
2019 concerning the autumn and winter period of
2019-2020 going through by the subjects of the
Far Eastern Federal District
On planning a meeting conduction to discuss
creation of non-commercial organization in the
form of a fund
November 14, 2019.
November 22, 2019.
November 20, 2019.
November 25, 2019.
November 27, 2019.
December 4, 2019.
November 27, 2019.
December 13, 2019.
December 12, 2019.
December 23, 2019.
December 17, 2019.
December 23, 2019.
December 23, 2019.
December 26, 2019.
283
No.
Registration
number
86
(cid:490)(cid:541)-(cid:21)(cid:19)(cid:27)(cid:25)(cid:25)(cid:17)(cid:501)(cid:512)(cid:3)
The Body that issued
Executive Order /
Instruction
Office of the
Government of the
Russian Federation
Brief content of the Executive Order /
Instruction
On sending the minutes of the meeting with the
Deputy Chairman of the Government D. Kozak On
implementing norms of Federal Law No. 522-FZ
dated December 27, 2018 and draft regulation of
the Government of the Russian Federation “On
Making Changes in Some Acts”
Date of issue of the
Executive Order /
Instruction
Date of execution of
the Executive Order /
Instruction
December 23, 2019.
December 27, 2019.
284
APPENDIX NO.13 INFORMATION ABOUT LEGAL ENTITIES CONTROLLED BY THE COMPANY
THAT ARE OF MATERIAL SIGNIFICANCE
96
In the IFRS financial statements of RusHydro Group, information about material subsidiaries is
disclosed by particular segments arranged into groups by activity areas97. RusHydro Group
performs its activities in three main reporting segments, one of which is represented by the
parent company of the Group, RusHydro.
1.
Joint-Stock Company RAO ES East (JSC RAO ES East)
The role performed for RusHydro Group and key activity areas:
The Company owns equity stakes in electricity companies operating in the Integrated Energy
System of the East (Primorye, Khabarovsk Territory, Amur Region, Jewish Autonomous Region,
and the south of Yakutia) and in isolated energy systems (Yakutia, Sakhalin Region, Magadan
Region, and Kamchatka Territory), and implements investment projects of RusHydro Group in
the Far Eastern Federal District (Vostochnaya TPP, off-site facilities of Yakutsk GRES-2, Sakhalin
GRES-2, CHPP in Sovetskaya Gavan, etc.).
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro owns 84.39% of the voting shares of JSC RAO ES East, and 99.98% of voting
shares are consolidated in the ownership of RusHydro Group;
RusHydro exercises the powers of the sole executive body of JSC RAO ES East;
the Board of Directors of JSC RAO ES East is entirely made up of representatives of
RusHydro Group.
Information about functional relations between key companies of the Group:
In its activity, JSC RAO ES East interacts with RusHydro, JSC MC HydroOGC (which renders
agency services for the investment projects to JSC RAO ES East), and electricity companies of
the Group in the Far Eastern Federal District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East"98.
2.
Public Joint-Stock Company Far East Electricity Company (PJSC FEEC/DEK)
The role performed for RusHydro Group and key activity areas:
The share of PJSC FEEC in the consolidated proceeds of RusHydro Group is 20.55%.
96 1There was no change in material control over significant controlled legal entities.
97 2More details on significant legal entities is given in the IFRS statements posted on the Company
website.
98 This segment consists of JSC RAO ES of the East and its subsidiaries that generate, distribute, and
market electricity and heat mainly in the Far East, as well as transport, construction, repair, and other
companies rendering serving functions.
285
The Company is the main guaranteeing supplier of electricity for the public and enterprises of
nonprice zone II of the wholesale electricity market and has the status of a Single Purchaser
performing the function of purchase and sale of electricity (capacity) to participants of the
wholesale market of non-price zone II.
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro controls PJSC FEEC through a controlled organization, JSC RAO ES East;
JSC RAO ES East owns 51.03% of voting shares of PJSC FEEC, and 52.16% of voting
shares are consolidated in the ownership of RusHydro Group;
JSC ESC RusHydro, 100% of whose voting shares are owned by RusHydro Group,
exercises the powers of the sole executive body of the Company;
Eight members of the Board of Directors of PJSC FEEC out of 15 were elected by the
votes of RusHydro Group.
Information about functional relations between key companies of RusHydro Group:
In its activity, PJSC FEEC deals with electricity companies of the Group in the Far Eastern
Federal District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East".
3.
Joint-Stock Company Far East Generating Company (JSC FEGC /DGK)
The role performed for RusHydro Group and key activity areas:
The share of PJSC FEEC in the consolidated proceeds of RusHydro Group is 6.60%.
The Company produces heat and electricity and provides centralized heat supply for consumers
in areas where power plants are located in the Khabarovsk and Primorsky Territories, Amur
Region, Jewish Autonomous Region, and the southern region of the Republic of Sakha
(Yakutia). JSC FEGC is also assigned the function of heat sales to end consumers.
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro controls PJSC FEGC through a controlled organization, PJSC FEEC;
PJSC FEEC owns 100% – 1 share of voting shares of JSC FEGC, and 100% of voting
shares are consolidated in the ownership of RusHydro Group;
The Board of Directors of JSC FEGC is entirely made up of representatives of RusHydro
Group.
Information about functional relations between key companies of RusHydro Group:
286
In its activity, JSC FEGC deals with electricity companies of the Group in the Far Eastern Federal
District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East".
4.
Public Joint-Stock Company Yakutskenergo (PJSC Yakutskenergo)
The role performed for RusHydro Group and key activity areas:
The share of PJSC Yakutskenergo in the consolidated proceeds of RusHydro Group is 7.02%.
The Company produces electricity and heat and provides the functions of the guaranteeing
supplier of electricity in the Republic of Sakha (Yakutia).
Mechanisms ensuring accountability and controllability within the Group:
JSC RAO ES East owns 49.37% of voting shares of PJSC Yakutskenergo;
RusHydro owns 29.80% of voting shares of PJSC Yakutskenergo;
79.17% of voting shares are consolidated in the ownership of RusHydro Group;
The Board of Directors of PJSC Yakutskenergo is entirely made up of representatives of
RusHydro Group.
Information about functional relations between key companies of RusHydro Group:
In its activity, PJSC Yakutskenergo deals with electricity companies of the Group in the Far
Eastern Federal District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East".
Public
5.
Krasnoyarskenergosbyt)
Joint-Stock
Company
Krasnoyarskenergosbyt
(PJSC
The role performed for RusHydro Group and key activity areas:
The share of PJSC Krasnoyarskenergosbyt in the consolidated proceeds of RusHydro Group is
7.99%.
The Company is the main guaranteeing supplier of electricity for the public and enterprises on
the territory of the Krasnoyarsk Territory. PJSC Krasnoyarskenergosbyt also offers services for
the sale, maintenance, and repair of energy accounting meters, high-voltage testing of electrical
equipment, and energy audit of facilities, and renders services under agency contracts. Starting
December 1, 2009, the Company renders services for management of multi-unit residential
buildings.
287
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro controls PJSC Krasnoyarskenergosbyt through the controlled companies JSC
ESC RusHydro and JSC Hydroinvest;
JSC ESC RusHydro owns 66.33% of voting shares of PJSC Krasnoyarskenergosbyt, and
69.4% of voting shares are consolidated in the ownership of RusHydro Group;
JSC ESC RusHydro, 100% of whose voting shares are owned by RusHydro Group,
exercises the powers of the sole executive body of the Company;
seven out of nine members of the Board of Directors of Krasnoyarskenergosbyt were
elected by the votes of RusHydro Group.
Information about functional relations between key companies of RusHydro Group:
In its activity, PJSC Krasnoyarskenergosbyt interacts with electricity companies of the Group,
including JSC ESC RusHydro, which organizes electricity sales in RusHydro Group.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of ESC RusHydro" 99.
6.
Joint-Stock Company Zagorskaya PSHPP-2 (JSC Zagorskaya PSHPP-2)
The role performed for RusHydro Group and key activity areas:
The share of JSC Zagorskaya PSHPP-2 in the value of consolidated assets of RusHydro Group is
6.54%.
The Company implements measures for the organization of construction of the Zagorskaya
PSHPP-2.
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro owns 100% of voting shares of JSC Zagorskaya PSHPP-2;
JSC MC HydroOGC, 100% of whose voting shares are owned by RusHydro, exercises the
powers of the sole executive body of the Company;
The Board of Directors of JSC Zagorskaya PSHPP-2 is entirely made up of
representatives of RusHydro Group.
Information about functional relations between key companies of RusHydro Group:
99 This segment consists of the Group’s subsidiaries selling electricity to end consumers. All companies in
this segment, except for JSC ESC RusHydro, have the status of guaranteed suppliers, that is, suppliers
who are obliged to sign contracts for the supply of electricity with all end consumers within their region
subject to an respective application.
288
In its activity, JSC Zagorskaya PSHPP-2 interacts with JSC MC HydroOGC, which performs the
functions of the sole executive bodies of the majority of controlled companies of RusHydro
Group that are customers of construction, and with design organizations of RusHydro Group.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in "Other
segments".
7.
Joint Stock Company Far-Eastern Grids Company (JSC FEGrC)
The role performed for RusHydro Group and key activity areas:
The share of PJSC FEGrC in the value of consolidated assets of RusHydro Group is 5.23%.
The company is conducting operations within the United Power System of the East by
transmitting electricity through power distribution networks in the Amur Region, Khabarovsk
Territory, Jewish Autonomous Region, Primorsky Territory, and the southern region of Sahka
Republic (Yakutia).
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro controls PJSC FEGrC through a controlled organization, PJSC FEEC;
PJSC FEEC owns 100% of voting shares of JSC FEGrC;
The Board of Directors of JSC FEGrC is entirely made up of representatives of RusHydro
Group.
Information about functional relations between key companies of RusHydro Group:
In its activity, JSC FEGrC deals with electricity companies of the Group in the Far Eastern
Federal District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East".
8. Public Joint Stock Company of energy and electrification Kamchatskenergo
(PJSC Kamchatskenergo)
The role performed for RusHydro Group and key activity areas:
The share of PJSC Kamchatskenergo in the consolidated proceeds of RusHydro Group is 5.33%.
PJSC Kamchatskenergo has been assigned the status of a guaranteeing supplier on the territory
of the Krasnoyarsk Territory. The company implements its activities within an isolated electric
power system. The main market for the products of PJSC Kamchatskenergo limited by the
Company's infrastructure capacity the territory of the Kamchatka territory within the Central
energy hub.
289
Mechanisms ensuring accountability and controllability within RusHydro Group:
RusHydro controls PJSC Kamchatskenergo through a controlled organization, JSC RAO
ES East;
JSC RAO ES East owns 84.77% of voting shares of PJSC Kamchatskenergo;
RusHydro owns 13,93% of voting shares of PJSC Kamchatskenergo;
98.75% of voting shares are consolidated in the ownership of RusHydro Group;
The Board of Directors of PJSC Kamchatskenergo is entirely made up of representatives
of RusHydro Group.
Information about functional relations between key companies of RusHydro Group:
In its activity, PJSC Kamchatskenergo deals with electricity companies of the Group in the Far
Eastern Federal District.
Supplementary information:
In the IFRS financial statements of RusHydro Group, the Company is placed in the segment
"Subgroup of RAO ES East".
290
APPENDIX NO.14 LIST OF THE MOST SIGNIFICANT TRANSACTIONS CARRIED OUT BY THE COMPANY AND OTHER MAJOR CONTROLLED LEGAL
ENTITIES FOR THE LAST YEAR
Significant Transactions of the Company
The criteria for classifying the Company's transactions as significant are defined in sub-clause 8.2 of Article 8 of the Company's Charter. In 2019,
RusHydro committed no significant transactions as specified in sub-clause 8.2. of the Charter.
Significant Transactions of Controlled Legal Entities
The criteria for the “most significant transactions” of major controlled legal entities are not defined in their Charters. Since sub-clause 8.2. of Article
8 of the Company’s Charter, in relation to significant transactions of the Company, established the criterion of their assignment to significant category
in the amount of 10 (Ten) and more percent of the Company's book value, in relation to the controlled legal entities, in order to disclose these data,
the same criterion is applied and the transactions of major controlled legal entities (except for intragroup transactions) are given as significant, with
their price exceeding 10 (ten) or more percent of the book value of the assets of the respective entity on the last reporting date preceding the date
of the transaction.
The entities controlled by PJSC RusHydro and significant for it (from January 1, 2019 up to December 31, 2019):
Full corporate name: Joint-Stock Company RAO Energy Systems of the East
Full corporate name: Public Joint-Stock Company Far Eastern Energy Company
Full corporate name: Joint-Stock Company Far Eastern Generating Company
Full corporate name: Public Joint-Stock Company Yakutskenergo
Full corporate name: Public Joint-Stock Company Krasnoyarskenergosbyt
Full corporate name: Joint-Stock Company Zagorskaya PSHPP-2
291
Full corporate name: Joint-Stock Company Far Eastern Distribution Company100
Full corporate name: Public Joint-Stock Company of Power and Electrification Kamchatskenergo101
From January 1, 2019 up to December 31, 2019 among controlled legal entities having significant meaning for PJSC RusHydro such transactions were
performed by JSC DGK, PJSC FEGrC and PJSC Krasnoyarskenergosbyt:
Ser.
No.
Type and
Subject of the
Transaction
Parties to
the
Transaction
Content of a
transaction,
including civil
rights and
obligations, the
establishment,
modification of
which or
termination a
transaction is
aimed at
Deadline for the
fulfillment of
obligations under the
transaction, parties
and beneficiaries
under the transaction,
amount of the
transaction in money
terms and as a
percentage of the
value of the issuer's
assets
1
Agreement on
opening of the
revolving
PJSC
Moscow
Credit Bank
The Creditor grants
the Borrower the
revolving credit line
Limit validity period
from August 12, 2019
up to August 12, 2026
The value of
assets of a
controlled entity
significant for
PJSC RusHydro at
the end of the
reporting period
(quarter, year)
preceding the
transaction (date
of contract) and
for which the
accounting
(financial)
statements were
prepared in
accordance with
the legislation of
the Russian
Federation
RUB 84,843,953
as of June 30,
Date of
the
transactio
n
(contract)
Transaction
category
with regard
to a
controlled
entity
significant
for PJSC
RusHydro
Informat
ion
about
the
approval
of the
transacti
on by
PJSC
RusHydr
o
August 12,
2019.
Did not
require
Transaction,
price of
which
The
manage
ment
body of
the
controlle
d entity
significa
nt for
PJSC
RusHydr
o, which
made
the
decision
to
approve
the
transacti
on
Board of
Directors
Date of
the
decisio
n to
approv
e the
transac
tion
Date and
number of the
Minutes of
Meeting
(Session) of
the
authorized
management
body of the
controlled
entity
significant for
PJSC
RusHydro, at
which the
decision was
made to
approve the
transaction
August
8,
Minutes No. 3
dated August
100 JSC FEGrC became significant controlled legal entity for PJSC RusHydro from March 14, 2019. Information on occurrence of this event is disclosed at:
http://www.e-disclosure.ru/portal/event.aspx?EventId=RRbYHW9kW02oMrNxhGO5nQ-B-B
101 PJSC Kamchatskenergo became significant controlled legal entity for PJSC RusHydro from June 06, 2019. Information on occurrence of this event is disclosed at:
http://www.e-disclosure.ru/portal/event.aspx?EventId=HCo2a1wlQEWLeHznv6qKRw-B-B
292
credit line
(Creditor)
and JSC DGK
(Borrower).
2
102
PJSC FEGrC
Russian
Regional
Developme
nt Bank
(JSC)
General
Terms
Agreement
No. 127-k-19
on opening of
the revolving
credit line
with
differentiated
interested
rate
for financing
current operating
activities,
investment
activities and
refinancing of
existing credits and
loans for the period
up to August 12,
2026. Interest rate
for using credit
funds: key rate of
the Bank of Russia
+2.9% (bank
margin)
For financing
current operating
activities,
investment
activities and
refinancing of
existing credits and
loans
(both dates inclusive)
2019
consent
Transaction size in
money terms and as a
percentage of the
value of the issuer's
assets: RUB
10,000,000,000 (Ten
billion), 11.79% of the
value of the issuer's
assets as of June 30,
2019
deadline for the
fulfillment of
obligations under the
transaction: November
15, 2026;
RUB
46,683,905,000
as of September
30, 2019
November
15, 2019.
Did not
require
consent
parties to the
transaction:
PJSC FEGrC, Russian
Regional Development
2019.
8, 2019
exceeds 10
(Ten)
percent of
the book
value of the
assets of the
Company on
the last
reporting
date
-
-
Related
transactions
, price of
which
exceeds 10
(Ten)
percent of
the book
value of the
assets of the
Company on
the last
reporting
The
transacti
on is
conclude
d within
the
volume
of
attractio
n of the
Borrowi
ng Plan
for 2019,
102 Transaction, indicated in Clause 2 and Sub-Clause 2.1. are mutual and cumulatively amount to 19.2% of the book value of the assets of PJSC FEGrC as of
September 30, 2019.
293
Bank (JSC)
date
sum of transaction:
RUB 4.5 bn;
9.6% of book value of
the assets of PJSC
FEGrC as of September
30, 2019
approve
d by the
Board of
Directors
of PJSC
FEGrC
(minutes
No. 334
dated
Decemb
er 14,
2018), as
well as
taking
into
account
announc
ed
results
of the
contest
committ
ee
accordin
g to the
results
of the
contest
procedur
e on
selection
of the
294
PJSC FEGrC
Russian
Regional
Developme
nt Bank
(JSC)
For financing
current operating
activities,
investment
activities and
refinancing of
existing credits and
loans
2.1
General
Terms
Agreement
No. 128-k-19
on opening of
the revolving
credit line
with
differentiated
interested
rate
deadline for the
fulfillment of
obligations under the
transaction: November
15, 2026;
RUB
46,683,905,000
as of September
30, 2019
November
15, 2019.
Did not
require
consent
parties to the
transaction:
PJSC FEGrC, Russian
Regional Development
Bank (JSC)
sum of transaction:
RUB 4.5 bn;
9.6% of value of the
-
-
credit
organiza
tion
(minutes
No. DEK-
58.K-VP
dated
October
24,
2019)
The
transacti
on is
conclude
d within
the
volume
of
attractio
n of the
Borrowi
ng Plan
for 2019,
approve
d by the
Board of
Directors
of PJSC
FEGrC
(minutes
No. 334
295
assets of PJSC FEGrC as
of September 30, 2019
dated
Decemb
er 14,
2018), as
well as
taking
into
account
announc
ed
results
of the
contest
committ
ee
accordin
g to the
results
of the
contest
procedur
e on
selection
of the
credit
organiza
tion
(minutes
No. DEK-
58.K-VP
dated
October
296
3
Addendum
No. 24 to the
Sales and
Purchase
Agreement of
electric power
No. 450 dated
August 21,
2017
The Buyer -
PJSC
Krasnoyarsk
energosbyt
The Seller -
LLC
RUSENERGO
SBYT SIBIR
Changes are made
to the clauses of
the Agreement
regulating the cost
and term of
services rendering
The Agreement is
concluded for the
period from January 1,
2018 up to December
31, 2020, limit amount
of the transaction RUB
622,374,081 (Six
hundred twenty two
million three hundred
seventy four thousand
eighty one) 96
kopecks, including VAT
RUB 101,118,230.32
which amounts to
14.2% of the book
value of the assets as
of September 30, 2019
RUB 4,731,705 as
of September 30,
2019
December
31, 2019.
Did not
require
consent
24,
2019)
Board of
Directors
Decem
ber 30,
2019
Minutes No.
181 dated
December 31,
2019
Transaction,
price of
which
exceeds 10
(Ten)
percent of
the book
value of the
assets of the
Company on
the last
reporting
date
297
APPENDIX NO.15 ACCOUNTING STATEMENTS AND THE INDEPENDENT AUDITOR'S AUDIT
REPORT AS OF DECEMBER 31, 2019 (IN ACCORDANCE WITH RAS)
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
APPENDIX NO.16 CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH
IFRS AND AN AUDIT OPINION FOR THE YEAR ENDED DECEMBER 31, 2019 AND AS OF THAT DATE
368
369
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
APPENDIX NO.17 OPINION OF THE INTERNAL AUDIT COMMISSION OF PUBLIC JOINT-STOCK
COMPANY FEDERAL HYDRO-GENERATING COMPANY RUSHYDRO (PJSC RUSHYDRO)
FOLLOWING RUSHYDRO’S 2019 FINANCIAL AND BUSINESS PERFORMANCE AUDIT
439
440
441
442
443
444
APPENDIX NO.18 (cid:505)ONSIDERATION OF STAKEHOLDERS’ RECOMMENDATIONS GIVEN AT THE
PUBLIC HEARINGS IN 2019 (REPORT FOR 2018 DRAFT)103
(cid:569)(cid:3) Recommendations
Disclosure in 2019 Report
1.
2.
3.
4.
Include information on social payments and
guarantees under a collective bargaining
agreement.
Disclosed partially in sections “Sustainable
Development” and “Ensuring Good Working
Conditions”
Reflect the effects of reducing emissions in the
longer term.
Disclosed in the section “Environmental
Protection”
Disclose not only internal, but also external
programs and HR Policy results in future
reports.
Disclosed partially in the following sections:
Sustainable Development, Good Working
Conditions, Social Initiatives and Contribution to
the Growth of Local Communities.
Describe the systemic effect of supporting social
projects by RusHydro using the example of the
Live in the Now Foundation.
Disclosed in the section “Social Initiatives and
Contribution to the Growth of Local
Communities”
103 Only those recommendations that were not considered previously in the preparation of the Annual
Report for 2018 are presented.
445
APPENDIX NO.19 (cid:505)ONSIDERATION OF STAKEHOLDERS’ RECOMMENDATIONS GIVEN AT THE
PUBLIC HEARINGS IN 2020 (REPORT FOR 2019 DRAFT)
No. Recommendations
PJSC RusHydro’s response for 2019
1.
2.
3.
4.
5.
6.
7.
8.
Add the revenue disclosure to the Annual Report
(by electricity and capacity) in terms of market and
tariff sources for 2018 and 2019
Show RusHydro Group's position against European
generating companies by specific CO2 emissions in
the Environmental Protection section
Include the Papanin Institute for Biology of Inland
Waters Russian Academy of Sciences in the STC’s
specialized section “Water Reservoirs and
Environmental Protection”
Specify Latin names:
•
•
•
Panthera pardus ciscaucasica
•
Salmo trutta caspius
•
sterlet — Acipenser ruthenus
Transfer the Information on the Report and
Responsibility Statement sections to the end of the
report/the appendix, since the information is not
important enough to be placed at the beginning of
the report
demoiselle crane — Anthropoides virgo
irbis — Panthera uncia
persian leopard or snow leopard —
red-list fish species — Caspian salmon —
Transfer the information about coronavirus from
the Risk Management section to the beginning of
the report due to the relevance of this topic.
It is important to expand this topic by adding the
information to the messages of the top
management, as well as to emphasize topics
related to the virus (employment support, health
and safety of employees, uninterrupted electricity
supply to consumers, supply chain management
(there are some export/import and transportation
issues due to closed borders)
In the Sustainable Development section it is
necessary to state specific objectives and tasks
related to this issue (if any). Furthermore, there is
no need to list all the documents related to
sustainable development; only key documents
should be named, and it is then enough to provide
the link to the website where they are collected
Due to severe floods in Siberia in 2019, it is
necessary to disclose the information on
RusHydro's presence in the affected regions, the
Company's measures and involvement in the
remediation, as well as the state of RusHydro
facilities (probability of accidents)
See the information on electricity and capacity
sales in physical terms in the WECM Sales and
REM Sales sections. The information on the
revenue from sales is detailed in Appendix 16
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
It is considered in the Ensuring Compliance with
Environmental Laws section
It is considered in the Animal Protection and
Recovery of Aquatic Life sections
The structure of the report was approved at the
beginning of the reporting campaign and is
recognizable compared to the previous annual
reports. Furthermore, the Information on the
Report section provides the data both on the
company names which are further used in the
text and on the segments (subgroups), as well
as the important reference to the Appendices
Book. Therefore, it is advisable to place this
section at the beginning of the report
The Company considers the location and scope
of the COVID-19 disclosure in the 2019 Annual
Report sufficient.
The possibility of including more detailed
information on the measures taken and the
influence of the current situation on the
Company's activities will be reviewed when
preparing reports for subsequent reporting
periods
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
From the end of June to the beginning of
August 2019, flooding was recorded in Irkutsk
Region receiving the federal emergency status
(Decree of the President of the Russian
Federation No. 316 of July 3, 2019). There are
no facilities of RusHydro Group in the specified
446
No. Recommendations
PJSC RusHydro’s response for 2019
9.
10.
Add more content to the Personnel Management
System Development Plans section (in addition to
the conferences and the talent pool development)
Indicate in the report that indirect greenhouse gas
emissions are not taken into account
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Consider optimizing the volume of the report
(reducing descriptive blocks by adding links for the
information on the website or in previous annual
reports)
Disclose the information on measures taken to
reduce the negative impact on hydrobionts
Disclose the information on the RusHydro's
educational activities in the field of public
awareness (popularization) of the importance of
renewable energy sources and, in particular,
hydropower as one of the most eco-friendly
energy sources
Provide more detailed information on the
Company's contribution to the development of
smaller HPPs as the most eco-friendly hydropower
type
Specify the reason for the large amount of
wastewater discharges: much of the wastewater
are untreated or insufficiently treated
Compare RusHydro Group's greenhouse gas
emissions to estimate the scope
Provide the information on remuneration of
diligent payers
Disclose the information on the sources which, in
addition to the “Dedicated financial reserve for
emergencies”, enabled RusHydro Group to form
financial reserves to compensate for the damage
that could be caused to the third parties as a result
of the hydraulic structures accident (dam
destruction)
Reduce the information on the general ideas about
the electricity market in Russia
Compare the Company's actions and expenses to
achieve the UN sustainable development goals
against the previous year
territory.
Other facilities of RusHydro Group located in the
Siberian Federal District (Sayano-Shushenskaya
HPP, Mainskaya HPP, Novosibirskaya HPP and
Boguchanskaya HPP) operated in a regular
mode in compliance with the requirements of
the Federal Water Resources Agency and
dispatcher instructions by JSC SO UES
The Company considers the amount of
information presented in the section to be
sufficient within the scope of projected activities
The information on the lack of consideration for
indirect greenhouse gas emissions is disclosed
as part of the FTSE RUSSELL B EU Index.
In the future, the Company plans to develop a
tracking system to quantify indirect greenhouse
gas emissions and disclose this information in
subsequent reporting periods
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
It is considered in the Recovery of Aquatic Life
section
Currently, these educational activities are not
carried out.
The possibility of disclosing the information on
the plans will be reviewed when preparing
reports for subsequent reporting periods
It is considered in the Smaller HPPs section
It is considered in the Water Use and Discharge
section
It is considered in the Greenhouse Gas
Emissions section
It is considered in the Improvement of Payment
Discipline Through Outreach Measures section
It is considered in the Preparedness for Natural
Disasters and Emergencies section
The Annual Report is designed for a wide range
of stakeholders, including those who are not
significantly informed on the electricity market,
and therefore the Company considers it
important and useful to disclose this information
Since the measurable indicators have been
introduced as part of the current reporting
campaign, the possibility of including the
relevant information will be reviewed when
447
No. Recommendations
PJSC RusHydro’s response for 2019
21.
Present the results (if any) of RusHydro's work on
developing methodological approaches to
understanding global climate change processes in
terms of greenhouse gas emissions from the
surface of HPP freshwater reservoirs and
evaluating their absorbing capacity
22.
It is advisable to specify which categories of
environmental impact RusHydro facilities are
referred to
23.
24.
25.
26.
Provide the information on regions (in addition to
those already indicated) where biodiversity
projects are planned. Indicate whether such
separate projects can help to develop
methodological documents in the field of
biodiversity, or whether these projects are
developed exclusively for a specific region and for
a specific species of animals or birds and cannot
be scaled to a wider range
Add the following information to the report: In
2019, PJSC RusHydro intensely participated in the
implementation of a project by the Association
“Hydropower of Russia”, targeting the
development of an assessment system of operated
hydropower facilities’ compliance with the
sustainable development criteria, taking into
account the requirements of current Russian
legislation regarding the analysis of existing
methods. The project implementation will be
resumed in 2020, with the assistance of the
International Hydropower Association
The capacity increase as part of retrofitting and
upgrading is not considered in the table “Plans to
finance the construction of power generation for a
low-carbon economy.” It is also advisable to edit
the title of the table and add the indicator “Volume
of planned reductions of CO2 emissions” based on
specific indicators of heat generation and annual
output of commissioned/retrofitted HPPs
Update the Comprehensive Modernization Program
section with the information that the results of this
program were presented by PJSC RusHydro at the
Russian Energy Week International Forum (REW
2019) organized by the Ministry of Energy of the
Russian Federation and the Moscow Government
preparing reports for subsequent reporting
periods
Large hydropower plants are one of the most
significant deterrents for climate change. There
is no consensus on greenhouse gas emissions
from the surface of freshwater reservoirs and,
accordingly, the carbon neutrality of
hydropower plants and their water reservoirs,
as well as on estimation of absorbing capacity
of hydropower reservoirs. For this purpose,
RusHydro considers the possibility of developing
methodological approaches to understanding
global climate change processes in terms of
greenhouse gas emissions from the surface of
HPP freshwater reservoirs and evaluating their
absorbing capacity
In RusHydro Group, the facilities able to have a
negative impact on the environment belong to
categories 1, 2, 3, and 4.
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
It is considered in the Stakeholder Relations
section
It is considered in the Sustainable Development
section
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
It is considered in the Comprehensive
Modernization, Rehabilitation, and Upgrade
Programs section
448
No. Recommendations
PJSC RusHydro’s response for 2019
27.
28.
29.
as part of the meeting dedicated to “Energy
Efficiency and Energy Safety of Hydropower
Facilities regarding Modernization of the Energy
Equipment and Digital Transformation”
Add the information to the report that PJSC
RusHydro acted as an initiator and an active
participant of the project implemented by the
Association “Hydropower of Russia” to develop the
Methodological Guidelines for Assessing Impacts
on Water Bioresources in the Construction and
Operation of Hydropower Plants. The project,
executed by the Analytical Center under the
Government of the Russian Federation and the
B.E.Vedeneev VNIIG, was completed in December
2019 after its consideration and approval at RTC of
PJSC RusHydro
Add information that, in 2019, PJSC RusHydro
continued developing the national standardization
system by ensuring operation of the specialized
subcommittee — Hydropower Plants (hereinafter,
SC-4) of the Technical Committee 016 “Power
Sector”
In the Key Performance Indicators section, the
target values are almost the same for 2018 and
2019 (that is, there is no growth, but in terms of
such indicators as, for example, profit before tax
and depreciation, target values decreased
compared to the previous year). The planned
values for 2020–2022 are lower than the actual
values of 2019 (for example, procurement from
SMEs, productivity, ROE, and ESP). It is necessary
to explain this trend
30.
Add to the appendices to the report the data on
volume operating indicators by controlled
organization: installed capacities, power and heat
generation and output, loss volumes, capacity
factor, etc.
It is considered in the Ensuring Compliance with
Environmental Laws section
It is considered in the Stakeholder Relations
section
All the target (planned) KPIs are regulatory or
estimated. Regulatory target values are
determined by the directives of the Government
of the Russian Federation or other federal
legislative acts ("Decrease in operating
expenses (costs), %", "Labor productivity",
"Share of procurement from small and medium
businesses, %") or are determined as the
maximum and/or threshold percentage
("Adherence to the capacity commissioning
schedule, funding and spending plan, %", "ROE
(TSR), %", "Integral innovative KPI",
"Prevention of accidents exceeding the limit
number of accidents"). Estimated target values
for financial and economic KPIs are determined
in accordance with the RusHydro Group's
consolidated business plan approved by the
Board of Directors of PJSC RusHydro for the
corresponding planning period under the
current KPI calculation and evaluation
methodology. Estimated target values include
such KPIs as "EBITDA, RUB mn", "ROE, %",
"Free cash flow (FCF), RUB mn", "Earnings per
share (EPS), RUB/share"
The possibility of including the relevant
information will be reviewed when preparing
reports for subsequent reporting periods
449
APPENDIX NO.20 CERTIFICATE OF PUBLIC CERTIFICATION OF THE REPORT BY THE RUIE
COUNCIL ON NON-FINANCIAL REPORTING
450
APPENDIX NO.21 ORGANIZATIONAL STRUCTURE OF PJSC RUSHYDRO
104
104 Approved by Order No. 753 of September 17, 2019.
451
APPENDIX NO.22 GRI INDICATOR CONSOLIDATION BOUNDARIES AND ADDITIONAL DISCLOSURES
In 2019, the consolidation of reporting information was 58 companies105. Criteria for inclusion in the consolidation perimeter:
the Company’s share in total group revenues as of 2018 is at least 0.1%;
the headcount is at least 40 people as of December 31, 2018.
The GRI standard discosures 101 and 102 set out the reporting principles for determining the quality content, and also include information about the organization's profile, strategy, ethics and integrity, management,
stakeholder engagement practices, and are collected by the RusHydro Group. The standard GRI discosures of the 103 series cover management approaches for all significant topics defined in the 200, 300, 400 series and
standard elements of the industry application for the electric power industry.
Disclosure boundaries of significant indicators in accordance with the GRI SRS standard in 2019
No.
Name
1
-
1
0
2
3
-
1
0
2
4
-
1
0
2
1
-
2
0
2
1
-
3
0
2
2
-
3
0
2
2
-
5
0
2
3
-
5
0
2
1
-
2
0
3
3
-
2
0
3
4
-
2
0
3
2
-
3
0
3
3
-
3
0
3
4
-
3
0
3
5
-
3
0
3
1
-
4
0
3
2
-
4
0
3
3
-
4
0
3
4
-
4
0
3
1
-
5
0
3
2
-
5
0
3
4
-
5
0
3
5
-
5
0
3
7
-
5
0
3
2
-
6
0
3
4
-
6
0
3
5
-
6
0
3
1
-
1
0
4
2
-
1
0
4
1
-
2
0
4
1
-
3
0
4
2
-
3
0
4
3
-
3
0
4
4
-
3
0
4
5
-
3
0
4
6
-
3
0
4
9
-
3
0
4
0
1
-
3
0
4
1
-
4
0
4
2
-
4
0
4
3
-
4
0
4
1
-
5
0
4
1
-
7
0
4
1
U
E
2
U
E
3
U
E
4
U
E
2
1
U
E
3
1
U
E
5
1
U
E
2
2
U
E
3
2
U
E
5
2
U
E
8
2
U
E
9
2
U
E
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
JSC RusHydro (with
branches)
PJSC
Krasnoyarskenergosb
yt
JSC Chuvashskaya
Electricity Sales
Company
PJSC
Ryazanenergosbyt
JSC ESC RusHydro
JSC Hydroremont –
VCC
CJSC MEK
JSC Hydroproject
Institute
(cid:51)(cid:45)(cid:54)(cid:505)(cid:3)(cid:46)(cid:82)(cid:79)(cid:92)(cid:80)(cid:68)(cid:72)(cid:81)(cid:72)(cid:85)(cid:74)(cid:82)
JSC Vedeneyev VNIIG
JSC ChirkeiHPPstroy
JSC Lenhydroproject
JSC Ust-Srednekan
HPPstroy
PJSC KamGEK
JSC Geoterm
JSC
Mosoblhydroproject
LLC SNRG
JSC Transport
Company RusHydro
JSC NIIES
JSC Nizhne-
Bureiskaya HPP
JSC SSHPP SC
JSC Zagorskaya
PSHPP-2
LLC RusHydro IT
105 The changes in 2018 (60 companies) were due to the exclusion of two organizations from the consolidation loop – JSC HUA due to bankruptcy and JSC Hydroinvest due to non-compliance with the criteria for inclusion in the perimeter.
452
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
Service
JSC MC HydroOGK
JSC RHS
PJSC Boguchanskaya
HPP
JSC Ust-
Srednekanskaya HPP
JSC Malaya Dmitrovka
JSC Zaramagskiye
HPPs
JSC Sulaksky
HydroCascade
JSC Sakhalinskaya
SDPP-2
JSC CHPP at
Sovetskaya Gavan
JSC
Blagoveshchenskaya
CHPP
JSC Yakutskaya
SDPP-2
PJSC Far-Eastern
Energy Company
(FEEC)
PJSC Yakutskenergo
JSC FEGC
PJSC
Kamchatskenergo
JSC DRSK
PJSC Sakhalinenergo
PJSC Magadanenergo
JSC Chukotenergo
JSC
Teploenergoservis
JSC UESK
PJSC Peredvizhnaya
Energetika
JSC VOSTEC
JSC Sakhaenergo
JSC KhRAC
JSC KhETC
JSC
Magadanenergoremo
nt
JSC Vehicle Fleet
Operator LuTEC
JSC LUR
JSC Energotranssnab
JSC
Neryungrienergoremo
nt
JSC KhPRC
JSC YaERC
JSC
Magadanelectrosetre
mont
58
JSC RAO ES East
453
Taxes by regions of the Russian Federation by place of presence for 2017-2019, RUB mn
Republic of Daghestan
1,804.5
Republic of Ingushetia
-
Territory
Republic of
Bashkortostan
Republic of Buryatia
Republic of Altai
Kabardino-Balkarian
Republic
Republic of Kalmykia
Karachayevo-Circassian
Republic
Republic of Sakha
(Yakutia)
Republic of North
Ossetia - Alania
Udmurtian Republic
Republic of Khakassia
Chuvash Republic
Krasnodar Territory
Krasnoyarsk Territory
Primorye Territory
Stavropol Territory
Khabarovsk Territory
Amur Region
Volgograd Region
Irkutsk Region
Kamchatka Territory
Kursk Region
Leningrad Region
Magadan Region
Moscow Region
Murmansk Region
Nizhny Novgorod
Region
Novosibirsk Region
Perm Territory
Ryazan Region
Samara Region
Saratov Region
Sakhalin Region
Sverdlovsk Region
Smolensk Region
Yaroslavl Region
Moscow
2017
Regional
budget
21.4
Local
budget
2.6
2018
Regional
budget
20.1
Local
budget
4.8
2019
Regional
budget
17.4
Local
budget
6.0
-
0.4
1,032.8
-
758.7
-
-
4.2
-
5.4
-
2.9
0.2
0.4
1,693,5
-
766.1
-
786.9
-
-
5.7
-
5.7
0,3
3.4
1.1
0.3
1,698.9
-
873.2
-
768.4
-
-
3.7
-
5,0
-
2.7
3,220.4
75.4
2,660.7
69.2
3,319.4
60.8
377.6
-
2,623.9
613.7
1.5
1,358.4
2,165.2
471.4
2,061.0
3,892.7
1,883.0
15.2
1,131.4
14.5
1,223.5
865.0
8.6
303.0
523.8
795.5
68.0
1,777.9
1,483.0
626.0
0.2
0.1
428.4
1,496.8
2.3
-
5.7
5.1
-
8.2
94.2
42.9
136.5
28.7
7.5
0.8
14.0
70.2
10.6
199.5
-
5.9
8.6
0.1
0.6
1.4
5.1
15.1
0.4
-
3.7
20.3
352.6
-
2,845.6
556.0
1.9
1,404.6
2,218.4
427.5
2,173.0
3,785.8
1,576.3
0.9
1,241.6
18.9
1,676.4
762.5
8.2
333.9
659.7
911.9
54.6
1,981,.9
1,602.1
853.3
-
0.1
495.3
1,636.2
2.5
-
3.6
5.3
-
6.1
82.1
40.6
92.7
33.3
6.8
0.3
22.2
56.9
13.3
198.5
-
5.9
9.0
0.2
0.6
1.4
5.3
21.6
-
-
4.3
14.0
367.4
-
2,272.4
561.7
2.2
495.0
2,799.9
423.4
2,434.7
3,650.9
1,535.1
2.9
1,139.6
0.1
16.4
1,881.8
710.7
10.1
313.9
516.2
868.9
79.0
1,524.6
1,607.8
735.7
-
-
454.9
2,039.1
2.5
0.1
4.8
5.6
-
11.1
75.5
18.2
93.7
31.6
6.9
-0.2
25.7
-
2.9
9.6
149.6
-
-
6.7
0.1
0.7
1.4
3.5
21.7
-
-
5.4
15.8
454
Territory
St. Petersburg
Jewish Autonomous
Region
Khanty-Mansi
Autonomous Area
Chukotka Autonomous
Area
Yamal-Nenets
Autonomous Area
Total
2017
Regional
budget
156.7
138.9
9.8
263.7
37.1
Local
budget
4.3
3.1
0.3
1.8
0.6
2018
Regional
budget
151.3
159.2
9.4
Local
budget
3.5
3.0
0.7
2019
Regional
budget
1,349.0
182.6
15.9
Local
budget
4.9
3.5
0.5
407.7
10.1
291.8
14.0
41.0
0.7
106.8
0.7
33,653.7
788.0
34,275.7
733.6
35,069.2
594.7
Key environmental achievements of 2019 as part of RusHydro Group’s Implementation
Program for the Environmental Policy
Branch/subsidiary
Initiatives
Votkinskaya HPP
Zeyskaya HPP
Saratovskaya HPP
Kamskaya HPP
Volzhskaya HPP
Novosibirskaya HPP
Cheboksarskaya HPP
PJSC Kolymaenergo
Boguchanskaya HPP
JSC DGK
replacement of runner sealings on turbine No. 9;
current repair of hydrotechnical facilities;
modernization of external sewer networks of the hydrotechnical
complex;
replacement of turbine No. 5.
replacement of sealings of the turbine runner vane (as part of the
major overhaul of hydropower unit No. 5).
modernization of turbines at units No. 1, 3, 5, 7, 9;
cleaning flood debris and sunken wood from trash rakes.
current repairs of overflow dam – sealing off concrete surfaces;
installation of storm drain metering station (issue No. 1);
current repairs of drainage systems.
replacement of oil-filled 220 kV cables with XLPE dry cables;
repair of sealings of oil-filled runners of turbines;
landscaping of upstream and downstream penstocks.
rehabilitation of hydropower unit No. 2 (turbine replacement).
replacement of oil-filled circuit breakers ORU-220;
rehabilitation of drainage water treatment facilities adjacent to the
HPP building and storm and thaw water treatment facilities
adjacent to the logistics base.
development and implementation of the project of rehabilitation of
10 kV integrated switchgear (replacement of switches with vacuum
ones, replacement of 10 kV switchgear protective relays with
microprocessor switches).
fishery protection (ongoing monitoring);
inspection to identify causes for poor performance of the waste
water treatment process against discharge limits for oil-
contaminated water (20 l/s).
current and major repairs, testing, adjustment of duct collecting
and aspiration bunkers, scrubber anti-corrosion protection, Venturi
pipes at Blagoveshchenskaya CHPP, Raychikhinskaya CHPP,
Primorskaya GRES, Neryungrinskaya GRES, Artyomovskaya CHPP,
Vladivostokskaya CHPP-2, Partizanskaya GRES, Amurskaya CHPP,
Komsomolskaya CHPP-2, Mayskaya GRES, Khabarovskaya CHPP-1,
Khabarovskaya CHPP-3, Urgalskaya boiler plant;
Repair of ash dump and sluice discharge piping at
Blagoveshchenskaya CHPP, Chulamskaya CHPP;
construction of dam at the 3rd tier of ash dump No. 2 (upstream
455
Branch/subsidiary
Initiatives
dam) at Primorskaya GRES, construction of ash dump at
Amurskaya CHPP, ash dump expansion at Khabarovskaya CHPP-3;
repair of clarified water treatment facilities and pump station at
Blagoveshchenskaya CHPP, construction of a waste water
treatment station at Khabarovskaya CHPP-2 using innovative
technologies of biochemical purification and disinfection;
current repair of boiler No. 3 at Blagoveshchenskaya CHPP;
training and education of experts in waste management,
environmental safety, environmental audit and management;
repair of industrial, storm and household drains at
Vladivostokskaya CHPP-2, repair of equipment and facilities at
sewage treatment plant of Mayskaya GRES;
rehabilitation of Khabarovskaya CHPP-1 and Khabarovskaya CHPP-
3 to upgrade boilers and hot-water peaking boiler plant to feed on
natural gas;
industrial environmental control.
replacement of oil-filled electrical equipment with vacuum
equipment;
industrial environmental control;
training and education of experts in waste management,
environmental safety, environmental audit and management;
implementation of measures to improve the environmental
management system.
replacement of oil-filled electrical equipment with vacuum
equipment;
rehabilitation of gas treatment units of medium pressure boiler
units at Magadanskaya CHPP.
introduction of gas monitors.
replacement of oil-filled electrical equipment with insulated
equipment;
development of the design of treatment facilities for domestic,
industrial and storm water at CHPP-1.
repair, adjustment and testing of boiler equipment (including ash
collection units);
installation of metering devices, calibration, repair and adjustment
of emission devices;
replacement of oil-filled electrical equipment with vacuum or SF6
gas equipment, which contains no oil, or with equipment with
lower oil content.
maintenance and repair of ash and slag pipes;
tests on dust collecting equipment and measurements of gaseous
effluents from boilers of Anadyr CHPP and Chaunskaya CHPP.
flue gas scrubbing from smoke and dust using special equipment
(cyclones);
major overhaul of the hydropower unit No. 3 of SHPP-4;
major overhaul of the closed switchgear of Ust-Kamchatsk diesel
power plant No. 23, including replacement of oil switches with
vacuum ones;
JSC DRSK
PJSC Magadanenergo
PJSC Mobile Energy
PJSC Kamchatskenergo
PJSC Sakhalinenergo
JSC Chukotenergo
JSC UESK
PJSC Yakutskenergo
JSC Sakhaenergo
modernization of Atlasovo boiler plant.
development of technical measures and advanced design solutions
for the replacement of the cooling tower at Yakutskaya GRES
(1 section);
replacement of oil-filled circuit breakers with vacuum ones.
replacement of oil-filled circuit breakers with vacuum ones;
current repairs to prevent air inflow at uniflow cyclone and multi-
cyclone of Deputatsky CHPP;
replacement of uninsulated self-supporting wires.
456
Branch/subsidiary
Initiatives
JSC LUR
water spraying (dust suppression) of roads, coal faces and open-pit
crushing and screening area;
repair of oil separators at vehicle handling facilities in the mining
area.
Assessment and controls over environmental impact at all stages of the projects of the
RusHydro Group life cycle
Stage
Controls over environmental impact
Planning (pre-project
stage)
Design
Construction
Operation
R&D with a focus on environment;
preliminary environmental impact assessment for new construction
and rehabilitation planning.
Environmental impact assessment: assessment of the facility
impact on environment in order to decide whether construction or
rehabilitation is feasible;
designing initiatives to ensure the required level of environmental
safety.
implementation and follow-up on the initiatives provided for by the
projects, aimed at ensuring environmental safety;
compliance with environmental laws during construction and
installation.
industrial environmental control: initiatives preventing any
deviation from the given level of environmental safety;
voluntary initiatives to preserve biodiversity and improve
environmental awareness among employees and communities.
457
Financing of capital investments in the forecast prices of
the corresponding years, RUB mn (with VAT)
2024
2022
2020
2021
2023
2025
Plans to Finance the construction of low-carbon energy generation facilities
Project
The start
year of
the
project
impleme
ntation
Year of
complet
ion of
the
project
Estimation of
the total cost
of the
investment
project in
the forecast
prices of the
correspondin
g years, RUB
mn (with
VAT)
The balance
of financing
of capital
investments
in the
forecast
prices of the
correspondin
g years, RUB
mn (with
VAT) at
January 1,
2020
23,369.4
Ust-Srednekanskaya
HPP
Solar generation unit
at Nizhne-
Bureyskaya HPP
Ust-Dzhegutinskaya
SHPP
Barsuchkovskaya
SHPP
Krasnogorskaya
SHPP-1
Krasnogorskaya
SHPP-2
Verkhnebalkarskaya
SHPP
Photovoltaic power
system (Vladivostok,
1991
2023
76,927.3
6,228.0
7,822.2
6,767.4
2,551.8
0.0
2019
2020
155.7
155.5
155.5
0.0
0.0
0.0
0.0
2012
2020
1,684.2
433.8
433.8
0.0
2012
2020
1,551.3
495.0
495.0
0.0
0.0
0.0
2017
2021
7,310.9
6,758.0
1,057.9
5,700.1
0.0
0.0
0.0
0.0
2017
2022
7,454.3
6,887.6
1,367.7
3,312.0
2,208.0
0.0
2011
2020
3,706.1
483.9
483.9
0.0
2020
2020
5.0
5.0
5.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Total for
the period
2020-2025
23,369.4
155.5
433.8
495.0
6,758.0
6,887.6
483.9
5.0
458
Financing of capital investments in the forecast prices of
the corresponding years, RUB mn (with VAT)
2024
2022
2020
2021
2023
2025
Total for
the period
2020-2025
Project
The start
year of
the
project
impleme
ntation
Year of
complet
ion of
the
project
Estimation of
the total cost
of the
investment
project in
the forecast
prices of the
correspondin
g years, RUB
mn (with
VAT)
The balance
of financing
of capital
investments
in the
forecast
prices of the
correspondin
g years, RUB
mn (with
VAT) at
January 1,
2020
Primorye Territory,
Russky Island)
Development and
testing of a hybrid
container-type
energy storage
system as part of a
distributed network
with renewable
energy sources
(Vladivostok,
Primorye Territory,
Russky Island)
Construction of a
0.3 MW wind turbine
in Ust-Kamchatsk
Construction of a
900 kW wind power
plant in Tiksi,
2020
2020
18.0
18.0
18.0
0.0
0.0
0.0
0.0
0.0
18.0
2019
2021
185.3
150.8
66.8
84.0
0.0
0.0
0.0
0.0
150.8
2017
2020
290.0
12.7
12.7
0.0
0.0
0.0
0.0
0.0
12.7
459
Financing of capital investments in the forecast prices of
the corresponding years, RUB mn (with VAT)
2024
2022
2020
2021
2025
2023
Total for
the period
2020-2025
Project
The start
year of
the
project
impleme
ntation
Year of
complet
ion of
the
project
Estimation of
the total cost
of the
investment
project in
the forecast
prices of the
correspondin
g years, RUB
mn (with
VAT)
The balance
of financing
of capital
investments
in the
forecast
prices of the
correspondin
g years, RUB
mn (with
VAT) at
January 1,
2020
2018
2021
1,458.7
704.4
585.6
118.9
0.0
0.0
0.0
0.0
704.4
Bulunsky District
Construction of a
3,000 kW diesel
power plant with an
energy storage unit
for the wind diesel
power station in
Tiksi, Bulunsky
District
460
GRI 102-8 Headcount of the workforce by type of employment, employment contract, and
gender in 2019
Gender
Male
Female
Total
Full-time
employees
Switched to
part-time work
Working under
indefinite
employment
contracts
Working under
fixed-term
employment
contracts
47,140
22,038
69,178
115
254
369
45,012
21,120
66,132
2,243
1,172
3,415
GRI 405-1 Headcount of employees by gender, category and age in 2019
Age group
Managers
Specialists and
employees
Blue-collar
Total
Male
Female Male
Female Male
Female
<25 years
25-34 years
35-44 years
45-54 years
>55 years
Total
24
1,281
2,665
2,441
1,731
8,142
4
217
797
751
565
2,334
226
2,538
2,562
1,479
1,204
8,009
156
1,369
271
1,022
7,019
3,336
1,666
8,006
4,654
2,069
7,865
2,994
1,818
1,841
6,976
13,073 31,235 6,754
2,050
15,413
20,350
17,599
14,135
69,547
461