PJSC RusHydro: Results of the Board of Directors Meeting on September 07, 2020
PJSC RusHydro (HYDR)
Results of the Board of Directors Meeting on September 07, 2020
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on September 07, 2020.
Resolutions passed on Items of the agenda:
Item 1. On Including Candidates into the Voter List for Election into the Company Management and Control Bodies. Resolution adopted:
Include, into the voter list of candidates to be elected into the Board of Directors of the Company, at the Annual General Meeting of Company Shareholders on the 2019 results, the candidates as follows:
Item 2. On considering the Company Shareholders' proposals as to putting items on the agenda of Annual General Meeting of RusHydro Shareholders. Resolution adopted: Accept the proposal of the Russian Federation as the Company Shareholder, represented by the Federal Agency for State Property Management (holder of 61.73% of RusHydro voting shares), as received by RusHydro within the time limit set by the RusHydro Board of Directors' Resolution dated August 20, 2020 (Minutes No. 313 dated August 24, 2020), to put on the agenda of the Annual General Meeting of Shareholders on the 2019 results, the items as follows:
Item 3. On Approving the Agenda of the Annual General Meeting of Company Shareholders. Resolution adopted: Approve the agenda of the Annual General Meeting of Company Shareholders to be held on the 2019 results, as follows:
Item 4. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of distribution of the Company profit as of year-end of 2019. Resolution adopted: Approve preliminarily, and recommend the Annual General Meeting of Company Shareholders to approve, the distribution of the Company profit as of year-end 2019 as follows:
Item 5. On Recommendations to the Annual General Meeting of Company Shareholders as to: On the amounts, due dates and forms of dividend payment on the basis of performance for 2019, and on fixing the date of record for the dividends. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Pay dividends on the Company ordinary shares based on the 2019 results, in the amount of RUB 0.03568039 per share. Dividend payment form: money. Fix October 10, 2020 (the 10th day as from the dividend payment resolution adopting date) as the date of record for dividends. For a nominee holder, and a trustee being a professional securities market participant, registered in the Company shareholders' register, the dividend payment period should not exceed 10 (ten) business days, and for other persons registered in the Company shareholders' register - 25 (twenty five) business days from the date of record for dividends.
Item 6. On Recommendations to the Annual General Meeting of Company Shareholders as to: On payment of remuneration for working in the incumbent Board of Directors to the Company Board of Directors Members other than public servants, in the amount stipulated by the Company internal documents. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Pay remuneration to the members of the Board of Directors of the Company on the basis of their work in the Board of Directors for the period from June 28, 2019 through September 30, 2020 in the amount, in manner, and within the period specified by the Regulation on Payment of Remunerations and Compensations to the Members of the Board of Directors of RusHydro approved by the resolution of the annual General Meeting of Shareholders of the Company dated June 28, 2019 (Minutes No. 18 dated July 02, 2019).
Item 7. On Recommendations to the Annual General Meeting of Company Shareholders as to: On payment of remuneration for working in the incumbent to the Company Internal Audit Commission Members other than public servants, in the amount stipulated by the Company internal documents. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Pay remuneration to the members of the Internal Audit Commission of the Company based on their work in the Internal Audit Commission for the period from June 28, 2019 through September 30, 2020, in the amount, in the manner, and within the period specified by the Regulation on Payment of Remunerations and Compensations to the Members of the Internal Audit Commission of RusHydro approved by the resolution of the Annual General Meeting of Shareholders of the Company dated June 26, 2017 (Minutes No. 16 dated June 27, 2017). Item 8. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval as to the Company Auditor. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve Joint-Stock Company PricewaterhouseCoopers Audit (PSRN 1027700148431) as the Company Auditor.
Item 9. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of the redrafted RusHydro Articles of Association. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve the redrafted RusHydro Articles of Association in accordance with the RusHydro draft Articles of Association included into the materials for the Meeting, available on the RusHydro corporate Internet site www.rushydro.ru*.
Item 10. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of the redrafted Regulation on the Convening and Holding of the RusHydro General Shareholders Meeting. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve the redrafted Regulation on the Convening and Holding of the RusHydro General Shareholders Meeting in accordance with the RusHydro draft Regulation on the Convening and Holding of the RusHydro General Shareholders Meeting included into the materials for the Meeting, available on the RusHydro corporate Internet site www.rushydro.ru*.
Item 11. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of the redrafted Regulation on the Convening and Holding Meetings of the RusHydro Board of Directors. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve the redrafted Regulation on the Convening and Holding of the RusHydro Board of Directors Meetings in accordance with the RusHydro draft Regulation on the Convening and Holding of the RusHydro Board of Directors Meetings included into the materials for the Meeting, available on the RusHydro corporate Internet site www.rushydro.ru*.
Item 12. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of the redrafted Regulation on the RusHydro Management Board. Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve the redrafted Regulation on the RusHydro Management Board in accordance with the draft Regulation on the RusHydro Management Board included into the materials for the Meeting, available on the RusHydro corporate Internet site www.rushydro.ru*.
Item 13. On Recommendations to the Annual General Meeting of Company Shareholders as to: "Approval of the redrafted Regulation on Remunerations and Compensations to the RusHydro Internal Audit Commission Members". Resolution adopted: Recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows: Approve the redrafted Regulation on Remunerations and Compensations to the RusHydro Internal Audit Commission Members in accordance with the draft Regulation on Remunerations and Compensations to the RusHydro Internal Audit Commission Members included into the materials for the Meeting, available on the RusHydro corporate Internet site www.rushydro.ru*.
Item 14. On Recognizing Candidates to the Company Board of Directors as Independent. Resolution adopted:
**Approved by the Moscow Exchange Supervisory Board on January 21, 2020 (Minutes No. 18).
Vyacheslav Viktorovich Pivovarov as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2020 on the grounds specified in Schedule No. 1 to the Minutes***. In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4, to the Listing Rules, recognize: Maksim Sergeyevich Bystrov as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2020 on the grounds specified in Schedule No. 2 to the Minutes****.
*** Schedule No. 1 to the Minutes Having assessed the compliance of V. V. Pivovarov, a member of the Board of Directors of the Company / candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2020, with the criteria for determining the independency of the Board members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. 102 dated September 01, 2020) established that V. V. Pivovarov is not a party related to:
According to results of the assessment performed, a criterion of being related to the Company was revealed for V. V. Pivovarov, since V. V. Pivovarov has been holding a position with the Board of Directors of the Company as of April 28, 2020 over 7, but less than 12 years in the aggregate (7 full years). The HR and Remunerations (Nominations) Committee under the Board of Directors of the Company established that the existing relation to the Company is of nominal nature, and recommended the Board of Directors of the Company to recognize V. V. Pivovarov as an Independent Director. V. V. Pivovarov's relatedness to the Company is of a formal nature and cannot affect his ability to form unbiased and independent opinions as to the agenda items considered by the Board of Directors and act for the benefit of the Company and all shareholders thereof due to the reasons as follows:
V. V. Pivovarov has the sterling both business and personal reputation and also has skills, experience and vital professional expertise in the financial, managerial and economic areas, as needed for adopting independent resolutions falling within the scope of the Board of Directors of the Company and required for the effective exercise of his functions and allowing him, inter alia, to participate in the operation of a range of committees under the Board of Directors of the Company.
**** Schedule No. 2 to the Minutes
Having assessed the compliance of M. S. Bystrov, a member of the Board of Directors of the Company / candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2020, with the criteria for determining the independency of the Board members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. 102 dated September 01, 2020) established that M. S. Bystrov is not a party related to:
According to the assessment results, for M. S. Bystrov, a criteria were revealed of being related to: - the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, Market Council TC ANO1, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC2, UES Research Center JSC3, since the amount of obligations under contracts between the Company and each of the counterparties abovementioned exceed 2% of the book value of assets, and 2% of revenues, of each counterparty;
The HR and Remunerations (Nominations) Committee under the Board of Directors of the Company established that the existing relation to the Company, its substantial counterparties and its substantial shareholder, is of nominal nature, and recommended the Board of Directors of the Company to recognize M. S. Bystrov as an Independent Director. M. S. Bystrov's relatedness to the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, Market Council TC ANO, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC, UES Research Center JSC, and with the Company substantial shareholder is of nominal nature and cannot affect his ability to form unbiased and independent opinions as to the agenda items considered by the Board of Directors and act for the benefit of the Company and all shareholders thereof, due to the reasons as follows:
Commercial relations between the Company and CFR JSC are based on the principle of non-discriminatory access to the services providable by the wholesale market commercial infrastructure organizations (Article 20 of the Russian Federal Law on the Electric Power Industry). The amount of payment for the CFR JSC complex service, the same for all counterparties, is and shall be as approved by the NP Market Council Association Supervisory Board;
Whereas wholesale market regulations, as approved by the NP Market Council Association Supervisory Board, change regularly, for the purposes of maintaining high level of knowledge in the area of wholesale market procedures and obtaining information on the wholesale market actual and planned changes, the Company employees must be trained at the original source of the changes, namely at Market Council TC ANO. Contracts for education and training, between the Company and Market Council TC ANO, are concluded on an arm's length basis;
Selecting such counterparties was stipulated by unbiased factors such as a unique status of the counterparties at a particular market, and peculiarity of the electricity and capacity market structure; part of the contractual terms and conditions are governable by the RF Government acts. Therefore, concluding such contracts has no relation to M. S. Bystrov's being Member of the Board of Directors of the Company. M. S. Bystrov's relatedness to the Company, which appeared in June 2020, is of nominal nature and exerts no influence on his ability to form unbiased and independent opinions as to the agenda items considered by the Board of Directors and act for the benefit of the Company and all shareholders thereof, due to the reasons as follows:
M. S. Bystrov is the SO UES JSC Board member, as well as the ATS JSC Management Board Chairman and Member of the Board of Directors, and the Management Board Chairman and Supervisory Board Member at NP Market Council Association. CFR JSC (through ATS JSC) and Market Council TC ANO, are controlled entities of NP Market Council Association. 2 Karachaevo-Cherkesskenergo JSC and Kabbalkenergo JSC are controlled entities of Rosseti PJSC, the Board of Directors whereof includes M. S. Bystrov. 3 SO UES JSC is a controlled entity of UES Research Center JSC, the Board of Directors whereof includes M. S. Bystrov. 4 61.73% of the RusHydro ordinary shares are owned by the Russian Federation represented by the Federal Agency for State Property Management, and 12.95% of the RusHydro ordinary shares are owned by VTB Bank (PJSC) which is also controlled by the Russian Federation. The data are given subject to outstanding shares of the additional issue No. 1-01-55038-E-043D dated August 27, 2018. 5 By the decision of the NP Market Council Association Supervisory Board (previous name - NP ATS) dated November 30, 2007, since April 01, 2008, ATS JSC has been charged with performing functions of the wholesale market commercial operator regarded, under Article 33, Clause 1 of the Russian Federal Law on the Electric Power Industry, as a wholesale market commercial infrastructure organization.
Item 15. On the Matters Related to Convening, Preparing and Holding the Annual General Meeting of Company Shareholders. Resolution adopted:
the Company's Annual Report for 2019, and a report by the Internal Audit Commission of the Company based on the results of review thereof; the Annual Accounting (Financial) Statements for 2019, including an Auditor's Report and a report by the Internal Audit Commission of the Company, based on the results of review thereof; rationalization of the proposed net profit distribution and assessment of its compliance with the dividend policy adopted at the Company, including to the dividend payment and the Company's auxiliaries, with explanations and economic rationalization of the need to allocate a certain part of the net profit to the auxiliaries; information on shareholder agreements concluded from June 28, 2019 to September 30, 2020; report on interested party transactions concluded by the Company in 2019, and a report by the Internal Audit Commission of the Company as to the reliability of the data contained in the above report; recommendations (stance) of the Board of Directors of the Company concerning an agenda for the Annual General Meeting of Company Shareholders as well as minority opinions of the Board Members as to each agenda item; information on proposals as to putting items to the agenda of the Annual General Meeting of Shareholders, including information on the persons having proposed each of the items included in the Meeting Agenda; abstracts of minutes of the Audit Committee under the Board of Directors of the Company, Investment Committee under the Board of Directors of the Company, and HR and Remuneration Committee under the Board of Directors of the Company, concerning the corresponding items considered by the Meeting; details of candidates to the Board of Directors of the Company, including information on persons the having nominated these candidates, as well as information as per Clause 8 of Schedule 3 to the Regulation on the Information Policy of RusHydro; details of candidates to the Internal Audit Commission of the Company, including information on the persons having nominated these candidates; information as to the presence or absence of written consents of the candidates nominated for election into the Board of Directors and the Internal Audit Commission, for being elected into a corresponding body of the Company; details of the candidacy of the Company Auditor, including information as per Sub-Clause 2 of Clause 3, Schedule 3 to the Regulation on the Information Policy of RusHydro; Articles of Association of the Company; draft redrafted Articles of Association of the Company; comparative table of amendments to be made to the Company Articles of Association, with rationalization of the need to have the corresponding resolutions adopted; Regulation on the Convening and Holding of the General Meeting of Shareholders of the Company as amended, and a draft redrafted said Regulation; comparative table of amendments to be made to the Regulation on the Convening and Holding of the General Meeting of Shareholders of the Company, with rationalization of the need to have the corresponding regulations adopted; Regulation on the Convening and Holding of the Meeting of the Board of Directors of the Company as amended, and a draft redrafted said Regulation; comparative table of amendments to be made to the Regulation on the Convening and Holding of the Meeting of the Board of Directors of the Company, with rationalization of the need to have the corresponding regulations adopted; Regulation for the Management Board as amended, and a draft redrafted said Regulation; comparative table of amendments to be made to the Regulation for the Management Board, with rationalization of the need to have the corresponding resolutions adopted; Regulation on Remunerations and Compensations to the Members of the Internal Audit Commission of the Company as amended, and a draft redrafted said Regulation; comparative table of amendments to be made to the Regulation on Remunerations and Compensations to the Members of the Internal Audit Commission of the Company, with rationalization of the need to have the corresponding resolutions adopted; explanation of potential consequences for the Company and its shareholders in case of having adopted the amendments to the Company Articles of Association and internal documents; information on the corporate activities that have the dividend rights of the shareholders impaired and (or) their shares diluted, details of the judicial orders having established the episodes of the shareholders' use of ways, other than dividends and disposal value, to generate income at the Company's expense; internal auditing report; draft resolutions of the Meeting, as to the agenda items. Establish that the persons entitled to take part in the Meeting shall be able to familiarize themselves with the information (materials) for the Meeting within 20 days prior to the Meeting date, at:
Approve the form and wording of a Meeting notice (Schedule No. 3 to the Minutes). Post the Meeting notice on the Company's website www.rushydro.ru not later than 21 days prior to the Meeting date. Establish that both the Meeting notice and the information (materials) for the Meeting shall be sent electronically (as electronic documents) to the Company's Registrar in order to be later communicated to the persons entitled to take part in the Meeting, as per the Russian Federation legislation governing securities. Approve the form and wording of a voting ballot for the Annual General Meeting of Company Shareholders (Schedule No. 4 to the Minutes). Establish that the Meeting agenda voting ballots shall be sent as a registered letter or delivered against receipt to each person specified in the Company register of shareholders and entitled to take part in the Meeting not later than on September 09, 2020 (inclusive). Should the Company register of shareholders contain an e-mail of a person specified in the register of shareholders, a voting ballot shall be sent additionally, as an electronic message, to the e-mail of such a person specified in the Company register of shareholders. Approve the wordings of the resolutions, as to the Meeting agenda items, to be sent electronically (as electronic documents) to the nominee shareholders specified in the Company register of shareholders (Schedule No. 5 to the Minutes). Establish that the wordings of the resolutions as to the Meeting agenda items, along with the voting ballots, shall be delivered to the Company Registrar to be later sent electronically (as electronic documents) to the nominee shareholders specified in the Company register of shareholders not later than on September 09, 2020 (inclusive). Establish that the filled-up voting ballots may be sent at the postal address as follows:
Establish the Internet sites where voting ballots may be remotely registered and filled up, to be as follows: http://www.vtbreg.ru; https://www.e-vote.ru/ru, and the Quorum mobile application (for IOS and Android) developed by the Registrar. Elect Natalia Gennadyevna Kovaleva as the Secretary of the Meeting. Ensure, due to impossibility of arranging a video broadcasting, a range of communications with shareholders, concerning the Annual General Meeting of Shareholders and summarizing its results on the corporate website.
*the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2019, when preparing for the Meeting
About RusHydro RusHydro Group is the leading producer of renewable energy in Russia. It is Russia's largest generating company and is the fourth in the world with over 400 generating facilities. The Group's total electricity generation capacity including Boguchanskaya HPP is 38 GW.
For more information: Investor Relations Department Tel. +7 (495) 122 0555 ext. 1304
The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially from these statements. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with operating in Russia, rapid technological and market change in our industries, as well as many other risks specifically related to RusHydro and its operations.
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ISIN: | US7821834048, RU000A0JPKH7 |
Category Code: | MSCM |
TIDM: | HYDR |
LEI Code: | 2534005TJN9DX4YWVT97 |
OAM Categories: | 2.2. Inside information |
Sequence No.: | 83734 |
EQS News ID: | 1128811 |
End of Announcement | EQS News Service |
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