FEDERAL HYDRO-GENERATING COMPANY - RUSHYDRO
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on December 23,
2020
24-Dec-2020 / 15:45 CET/CEST
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according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
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Results of the Board of Directors Meeting on December 23, 2020
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on December 23,
2020.
Resolutions passed on Items of the agenda:
Item 1: On Approval of the Report on Implementation of the RusHydro Annual
Integrated Purchasing Program for 9 Months of 2020.
Adopted Resolution:
The report on implementation of the PJSC RusHydro Annual Integrated
Purchasing Program for 9 months of 2020 (Schedule No. 1 to the Minutes) be
approved.
Item 2: On Approval of the RusHydro Annual Integrated Purchasing Program for
2021.
Adopted Resolution:
The RusHydro Annual integrated Purchasing Program for 2021 (Schedule No. 2
to the Minutes) be approved.
Item 3: On Approval of the Company Register of the Non-Core Assets, updated,
and the Action Plan for the Non-Core Assets Sale.
Adopted Resolution:
The following be approved:
? Register of the Non-Core Assets of RusHydro, in the new revision
(Schedule No. 3 to the Minutes);
? Action Plan for the RusHydro Non-Core Assets Sale for 2020 (Q4) - 2021
(Schedule No. 4 to the Minutes).
Item 4: On Review of the Report on Compliance with the RusHydro Information
Policy.
Adopted Resolution:
The Report on Compliance with the RusHydro Information Policy be taken into
consideration (Schedule No. 5 to the Minutes).
Item 5: On Authorizing to Concurrently Hold Positions in management bodies
of other organizations .
Adopted Resolution:
Viktor Viktorovich Khmarin acting as the RusHydro sole executive body be
authorized to hold positions in management bodies of other companies as well
as other paid positions in other organizations, as follows:
? All-Russia Association of Employers "Russian Union of Industrialists and
Entrepreneurs", member of the Management Board;
? Global Sustainable Energy Partnership, member of the Board of Directors;
? Global Energy Association, member of the Supervisory Board;
? PJSC Inter RAO, member of the Strategy and Investments Committee under
the Board of Directors.
Item 6: On Consideration of Issues of Material Importance for the Company:
6.1. Confidential.
Adopted Resolution: Confidential.
6.2. On the Status of Execution of the Priority Projects for the
Construction of Facilities in the Far East.
Adopted Resolution: Information on the status of execution of the priority
projects for the construction of facilities in the Far East as of September
30, 2020 (Schedule No. 6 to the Minutes) be taken into consideration.
6.3. On Recognition of Members of the Company's Board of Directors as
Independent.
Adopted Resolution:
1) Pursuant to the recommendations of the HR and Remunerations
(Nominations) Committee under the Board of Directors of the Company
(Minutes dated December 21, 2020), the information be taken into
consideration on the results of assessment of the Board members'
compliance with the independence criteria provided for in Appendix 4 to
the Moscow Exchange Listing Rules (hereinafter, "the Listing Rules").
2) In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4
to the Listing Rules, recognize:
2.1. Pavel Sergeyevich Grachev as Independent Director, despite the
existence of formal criteria of relatedness on the grounds specified in
Schedule No. 7 to the Minutes.
2. In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4
to the Listing Rules, recognize:
2.2. Maksim Sergeyevich Bystrov as Independent Director, despite the
existence of formal criteria of relatedness on the grounds specified in
Schedule No. 8 to the Minutes.
Schedule No. 7 to the Minutes
Having assessed the compliance of P. S. Grachev, a member of the Board of
Directors of the Company, with the criteria for determining the independency
of the Board members, as envisaged by Appendix 4 to the Listing Rules, the
HR and Remunerations (Nominations) Committee (Minutes No. 105 dated December
21, 2020) established that P. S. Grachev is not a party related to:
? the Company;
? any substantial Company shareholder;
? the Company competitors;
? the state (the Russian Federation, a Russian Federation constituent
entity), or any municipal entity.
Based on the results of the assessment, the criteria of P. S. Grachev's
relatedness to the Company's substantial counterparty - PJSC FGC UES*, were
revealed due to the Company's contractual relations in the field of
technological connection of the Company's generating facilities to PJSC FGC
UES power grids and due to the contractual relations in the field of
electric capacity sales by the Company. Therewith, the amount of liabilities
under contracts between the Company and PJSC FGC UES exceeds 2% of revenues
according to the consolidated financial statements of each party, prepared
under IFRS for the preceding fiscal year.
The HR and Remunerations (Nominations) Committee under the Board of
Directors of the Company established that the existing relatedness to the
substantial counterparty is of nominal nature, and recommended the Board of
Directors of the Company to recognize P. S. Grachev as an Independent
Director. The above relatedness cannot affect P. S. Grachev's ability to
form unbiased and independent opinions as to the agenda items considered by
the Board of Directors and act for the benefit of the Company and its
shareholders due to the reasons as follows:
1) Pursuant to Order No. 804-r dated March 30, 2020 of the Government of the
Russian Federation (hereinafter, the Russian Government), P. S. Grachev was
nominated, by the Russian Federation, to the Company Board Members as an
Independent Director, thereby there is no duty for P. S. Grachev to vote in
pursuance of the Russian Government directives (Clause 16 of Regulation No.
738 of the Government of the Russian Federation dated December 03, 2004);
2) PJSC FGC UES is an organization for managing the unified national
(all-Russian) power grid under Article 8 of the Federal Law "On Electric
Power Industry" and provides services for the transmission of electricity
under conditions of natural monopoly. As a participant in the wholesale
electricity and capacity market, the Company sells electricity and capacity
as produced, which requires that the Company's generating facilities be
connected to the PJSC FGC UES power grids. The connection to the power grids
is performed by entering into contracts with PJSC FGC UES in accordance with
the procedure and on the terms specified by the Government of the Russian
Federation, and at prices determined in accordance with the acts of the
Government of the Russian Federation.
Considering the above, P. S. Grachev has no opportunity to influence the
terms of the technological connection contracts between the Company and PJSC
FGC UES.
3) The Company is a subject of the wholesale electricity and capacity market
(WECM) and a party to the Contract for Joining the Wholesale Market Trading
System (hereinafter referred to as the "Joining Contract"). The Company
concludes contracts in accordance with the WECM Rules and the WECM
Regulations, which are appendices to the Joining Contract. The terms and
conditions of the Joining Contract are binding on the parties when they
participate in relations on the wholesale electricity and capacity market
(WECM).
The Company and PJSC FGC UES, in accordance with Sub-Clause 4 of Clause 4 of
the WECM Rules, have entered into agreements for the supply of capacity at
free prices based on the results of competitive capacity takeoff
(hereinafter, the "CCT Agreements"), where the Company acts as a capacity
supplier.
Prices under the CCT agreements are determined in the course of / on the
basis of competitive procedures (competitive selection) conducted in (MORE TO FOLLOW) Dow Jones Newswires
December 24, 2020 09:45 ET (14:45 GMT)
