June 24, 2016. Moscow, Russia. PJSC
RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces
that the Company's Board of Directors held a meeting in absentia on
June 23, 2016.
***
The Board of Directors commissioned Nikolay
Shulginov, Chairman of the Management Board – General Director of
RusHydro:
To conduct an independent external audit of
costs of RusHydro and its subsidiaries.
To determine areas of improvement of the
Company’s and its subsidiaries performance based on the results of
the independent external audit of costs till July 30, 2016.
To develop the list of measures aimed at
optimization of costs based on the results of audit and submit it
for the Board’s review till August 31, 2016.
To submit the report on execution of these
measures to the Ministry of economic development of Russia and
sectorial executive authorities on a half-yearly basis, not later
than on January 31 and July 31.
***
The Board of Directors approved a share purchase
agreement between PJSC RusHydro and JSC Transport Company RusHydro
(TC RusHydro) and commissioned RusHydro’s representatives in the
governing bodies of TC RusHydro to vote for increase of the company’s
share capital.
***
The Board of Directors approved a performance
report of the Management Board of RusHydro for 2015, containing
status of execution of the Board of Directors commissions by the
Company’s management.
***
The Board of Directors approved the reports of
Chairmen of the Committees of the Board of Directors for 2015
corporate year:
Audit Committee;
Investment Committee;
Reliability, Energy efficiency and
Innovations Committee;
Strategy Committee;
Human resources and Remuneration Committee.
***
The Board of Directors approved two donation
agreements between PJSC RusHydro and development Fund of Moscow Power
Engineering Institute, qualified as interested party transaction, and
determined the amount of donations.
According to the first agreement RusHydro donates
RUB 6.5 mn to the Fund to finance the development of National
Research University “Moscow Power Engineering Institute” (MPEI).
According to the second agreement RusHydro donates
RUB 4 mn to the Fund to finance statutory activities of MPEI.
The Board of Directors approved a donation
agreement between PJSC RusHydro and Fund of the Far-Eastern Federal
University endowment, qualified as interested party transaction, and
determined the amount of donations.
According to the agreement RusHydro donates RUB 30
mn to the Fund to make up the Far-Eastern Federal University
development capital.
***
The Board of Directors preliminary approved a
sale-purchase transaction in relation to movable and immovable assets
of Eshkakonskaya and Uchkulanskaya small HPPs, as well as assets
owned by JSC Karachaevo-Cherkesskaya hydrogenating company.
***
The Board of Directors commissioned RusHydro’s
representatives on the Annual General Meeting of shareholders of JSC
Zaramagskie HPPs to approve the general contractor agreement between
JSC Zaramagskie HPPs and general contractor, winner of tender,
qualified as major transaction.
The general contractor will complete the
construction of Zaramagskaya HPP-1. The plant’s commissioning is
scheduled for the end of 2018.
***
The Board of Directors approved the amended
Regulations on management of non-core assets of RusHydro and the list
of non-core assets.
In the first half of 2016, RusHydro disposed 14
non-core assets for a total amount of RUB 64.2 mn, 8 assets were
sold, 5 assets were gratuitously transferred to municipal property.
***
The Board of Directors approved the new versions
of the following documents:
Regulations on procurement of goods for
RusHydro’s needs;
Regulations on Audit Committee of the Board
of Directors;
Regulations on Human resources and
Remuneration Committee.
***
The Board of Directors approved the amended
corporate governance Code of PJSC RusHydro and took a note of the
report on the results of a distant evaluation of the Board’s work
in 2015 corporate year and the plan of activities aimed at
improvement of the Board’s work.
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