2.1. Quorum of the meeting of the issuer's Board of Directors and results of voting on the issues of decision-making:
The quorum for the meeting of the Board of Directors of PJSC MOESK is present.
Results of voting:
On item 1 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 2 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 3 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 4 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 5 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 6 of the agenda:
The decision was adopted by a two thirds majority of votes of the members of the Board of Directors participating in the meeting.
On item 7 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 8 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 9 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 10 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 11 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 12 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 13 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 14 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 15 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 16 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 17 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 18 of the agenda:
The decision was adopted by a majority vote of the members of the Board of Directors participating in the meeting.
On item 19 of the agenda:
The decision was adopted by a majority vote of directors not interested in the execution of a deal.
2.2. Content of decisions taken by the Board of Directors of the issuer:
On item 1:
To approve the list of top-priority capital investment projects of PJSC MOESK subject to the public process and price audit in 2017 and 2018 in accordance with supplement No.1 to this decision of the Board of Directors.
On item 2:
1. To take into consideration the report on the progress of the process and price audit of the capital investment programs and reports on the implementation of capital investment programs of the Company in accordance with supplement No.2 to this decision of the Company’s Board of Directors.
2. To delegate to the Director General of the Company to ensure:
2.1. the publication of the report on the conduct of the process and price audit of the capital investment program of the Company and the reports on its implementation within the terms specified in the report on the progress of the process and price audit of the capital investment programs and reports on the implementation of the capital investment programs of the Company.
2.2. realization in 2018 of the process and price audit of the capital investment program of the Company and reports on its implementation within the specified term.
On item 3:
To take into consideration the report on the approval of changes to the capital investment program of PJSC MOESK according to the procedure stipulated by Decree No.977 of the Government of the Russian Federation dated 01 December 2009 in accordance with supplement No.3 to this decision of the Company’s Board of Directors.
On item 4:
1. To take into consideration the report on the progress of implementation of the Program on the improvement of management and activity planning quality of PJSC Moscow United Electric Grid Company as well as with regard to the management of subsidiary Companies and the realization of activities on the improvement of the efficiency of the activity on the utility connection in accordance with supplement No.4 to this decision of the Company’s Board of Directors.
2. To declare cl. 4.6, 4.9 of the Program on the improvement of management and activity planning quality of PJSC Moscow United Electric Grid Company to be no longer in force.
3. To postpone the deadline of cl.4.3 of the Program on the improvement of management and activity planning quality of PJSC Moscow United Electric Grid Company to 30.03.2018.
4. Clause 4.5 of the Program on the improvement of management and activity planning quality of PJSC Moscow United Electric Grid Company should be stated in a new version:
“Develop a program on the transformation of electricity meters in residential houses in Moscow to the state of calculating meters with the inclusion of collective activities with PJSC Mosenergosbyt and approve the Company’s Director General by the organizational and administrative document in the first quarter of 2018”.
5. To delegate to the Company’s Director General to submit for consideration of the Company’s Board of Directors the report on the implementation of clause 4 of this decision as a part of the report on the realization of decisions of the Company’s Board of Directors for the first quarter of 2018.
On item 5:
To take into consideration the report of PJSC Moscow United Electric Grid Company on the implementation of programs on the forest cuttings clearance along overhead lines 0.4-220 kV for the first half of 2017, with regard to analysis and measures taken to improve the transparency of works value formation in accordance with supplement No.5 to this decision of the Company’s Board of Directors.
On item 6:
To delegate to the representatives of PJSC Moscow United Electric Grid Company during the meeting of the Board of Directors of JSC MKSM on items of the agenda of the meeting of the Board of Directors of JSC MKSM:
On consideration of the report on the results of implementation of the capital investment program of JSC MKSM for the first half of 2017, to vote in favour of the adoption of the following decision:
1. Take into consideration the report on the results of implementation of the capital investment program of JSC MKSM for the first half of 2017.
2. Draw attention to the non-fulfillment of the planned parameters of the capital investment program following the results of the first half of 2017.
On item 7:
To approve:
1. The regulation on cooperation of the affiliated branch of JSC SO-UPS of Moscow Regional Dispatching Office with PJSC MOESK in the process of construction, modernization, re-equipment of facilities of power supply network in accordance with supplement No.6 to this decision of the Company’s Board of Directors.
2. The regulation on cooperation of the affiliated branch of JSC SO-UPS of Moscow Regional Dispatching Office with PJSC MOESK in the process of development and coordination of complex programs of the development of power grids with the voltage of 35 kV and higher in Moscow and Moscow Oblast and the consideration of schemes and programs of the development of electric power of Moscow and Moscow Oblast in accordance with supplement No.7 to this decision of the Company’s Board of Directors.
3. The regulation on cooperation of the affiliated branches of JSC SO-UPS of Central Interregional Dispatching Office and Moscow Regional Dispatching Office with PJSC MOESK in the process of the utility connection of power receivers, electric power generation facilities, as well as power supply network facilities belonging to the grid organizations and other persons to the grids of PJSC MOESK in accordance with supplement No.8 to this decision of the Company’s Board of Directors.
On item 8:
1. To take into consideration the report of the Company’s Director General on the provision of insurance coverage in the third quarter of 2017 in accordance with supplement No.9 to this decision of the Company’s Board of Directors.
2. To draw attention to the considerable variance of actual expenditures on the insurance in the third quarter of 2017 from planned expenditures in the Program of the insurance coverage of PJSC MOESK for 2017 approved by the Company’s Board of Directors.
3. To delegate to the Company’s Director General to:
3.1. enhance control of the implementation of the Program of the insurance coverage of PJSC MOESK for 2017 approved by the Company’s Board of Directors;
3.2. ensure the rigorous execution of requirements of the Regulation on the provision of the insurance coverage of PJSC MOESK approved by the Company’s Board of Directors.
On item 9:
To take into consideration the Report of the Audit Committee of the Board of Directors of PJSC MOESK on the work performed in the corporate year of 2016-2017 in accordance with supplement No.10 to this decision of the Company’s Board of Directors.
On item 10:
1. To introduce changes to the Regulation on the financial encouragement of Director General of PJSC Moscow United Electric Grid Company approved by the decision of the Company’s Board of Directors.
(Minutes No.248 of the Board of Directors dated 17.12.2014 with regard of all alterations and amendments) in accordance with supplement No.11 to this decision of the Company’s Board of Directors.
2. Determine the date of effect of changes in the Regulation on the financial encouragement of the Director General of PJSC Moscow United Electric Grid Company specified in cl. 1 of this decision of the Company’s Board of Directors – from 01.01.2017.
On item 11:
1. To take into consideration the report on the implementation of the business plan of PJSC Moscow United Electric Grid Company for the 9-month period of 2017 in accordance with supplement No.12 to this decision of the Company’s Board of Directors.
2. To draw attention to the non-fulfillment of the planned financial and economic indicators approved by the business plan of the Company following the results of the 9-month period of 2017, and the assessment of the implementation of key operational risks and performance of the Company with regard to the management of key operational risks in accordance with supplement No.13 to this decision of the Company’s Board of Directors.
3. To delegate to the Company’s Director General to adopt measures in accordance with supplement No.13 to this decision of the Company’s Board of Directors.
On item 12:
1. To take into consideration the report on the results of the implementation of the capital investment program of PJSC Moscow United Electric Grid Company for the 9-month period of 2017 in accordance with supplement No.14 to this decision of the Company’s Board of Directors.
2. To draw attention to the high risk of non-compliance with time limits of the implementation of the capital investment projects including the acceptance for operation of the top-priority capital investment projects in 2017:
- substation 110/20 kV “Medvedevskaya”.
- construction of cable approach lines on substation 110 kV “Medvedevskaya”.
3. To delegate to the Sole executive body of PJSC MOESK to take measures to compensate for the allowed delay while executing the enlarged network plans.
On item 13:
1) In accordance with the rules of listing of PJSC Moscow Exchange and by virtue of art. 109-110 of the Corporate Governance Code of the Bank of Russia, guided by the well-reasoned justification in accordance with supplement No.15 to this decision of the Company’s Board of Directors, despite the presence of formal criteria of connectivity of the member of the Board of Directors with the substantial shareholder of PJSC MOESK, as such connectivity, with regard to the professional experience, expertise, and business reputation, attesting to his ability to individually formulate the independent position, doesn’t affect his ability to give the independent, unbiased and responsible opinions, to declare Logovinsky Evgeniy Iliych an individual member of the Board of Directors of PJSC Moscow United Electric Grid Company;
2) In accordance with the rules of listing of PJSC Moscow Exchange and by virtue of art. 109-110 of the Corporate Governance Code of the Bank of Russia, guided by the well-reasoned justification in accordance with supplement No.16 to this decision of the Company’s Board of Directors, despite the presence of formal criteria of connectivity of the member of the Board of Directors with the substantial shareholder of PJSC MOESK and the state, as such connectivity, with regard to the professional experience, expertise, and business reputation, attesting to his ability to individually formulate the independent position, doesn’t affect his ability to give the independent, unbiased and responsible opinions, to declare Nikitin Sergey Aleksandrovich an individual member of the Board of Directors of PJSC Moscow United Electric Grid Company.
On item 14:
To determine the remuneration for the Director of the Internal Audit Department of PJSC MOESK in accordance with supplement No.17 to this decision of the Company’s Board of Directors.
On item 15:
To approve the Report on the execution of the Key Performance Indicator “Efficiency of the innovative activity” of the Company’s Director General for 2016 in accordance with supplement No.18 to this decision of the Company’s Board of Directors.
On item 16:
To approve the work plan of the Internal Audit Department of PJSC MOESK for 2018 in accordance with supplement No.19 to this decision of the Company’s Board of Directors.
On item 17:
To approve the Budget of the Internal Audit Department of PJSC MOESK for 2018 in accordance with supplement No.20 to this decision of the Company’s Board of Directors.
On item 18:
To approve the Insurance coverage program of PJSC MOESK for 2018 in accordance with supplement No.21 to this decision of the Company’s Board of Directors.
On item 19:
1. To determine the amount of debt subject to the settlement pursuant to the agreement of settlement of PJSC MOESK’s debt for the electric power transmission services through the unified national (all-Russian) power grid (hereinafter referred to as the Agreement) between PJSC FGC UES (hereinafter referred to as the Creditor) and PJSC MOESK (hereinafter referred as the Debtor) that is a deal, which effectuation is the object of interest, for the electric power transmission services pursuant to agreement No.569/П on the rendering of electric power transmission services through the unified national (all-Russian) power grid dated 25.01.2012 (hereinafter referred to as the Agreement), rendered by the Creditor to the Debtor, amounts to 3 584 002 078 (three billion five hundred eighty-four million two thousand and seventy-eight) rubles 59 kopecks, including:
- the sum of debt for the electric power transmission services rendered by PJSC FGC UES pursuant to the Agreement as of 01.09.2017 in the amount of 3 352 016 734 (three billion three hundred fifty-two million sixteen thousand seven hundred and thirty-four) rubles 87 kopecks (VAT included);
- the sum of debt for the penalty payment, accrued on the violation by PJSC MOESK of terms of payment for the electric power transmission services rendered by PJSC FGC UES pursuant to the agreement for the period from 01.09.2014 through 31.08.2017 in accordance with the terms of the Agreement and the legislation of the Russian Federation in the amount of 231 985 343 (two hundred thirty-one million nine hundred eighty-five thousand three hundred and forty-three) rubles 72 kopecks.
The sum of debt for the services rendered and penalties are collectively referred to as the Debt.
For the use of monetary funds, the Debtor undertakes to pay to the Creditor the interest accrued on the sum of the Debt. The rate of interest is determined in the amount of the key interest rate of the Bank of Russia, applicable at every day of the interest accrual, at the same time the interest amount is calculated in respect of the part of the Debt, unpaid as of the beginning of each day (8:00 Moscow time) from 01.09.2017 through the date of the actual Debt repayment.
The total
Price of the Agreement
for the whole period of validity shouldn’t amount to or exceed 10 (ten) percent of the book value of assets of PJSC MOESK according to the data of its accounting reports as of the last reporting date.
2. To coordinate the conclusion of the agreement on the repayment of debt of PJSC MOESK for electric power transmission services through the unified national (all-Russian) power grid between PJSC FGC UES and PJSC MOESK (hereinafter referred to as the Agreement) that is a deal, which effectuation is the object of interest, concluded on the following material terms:
Parties to the Agreement
:
PJSC FGC UES (Creditor);
PJSC MOESK (Debtor).
Subject, price and other material terms of the Agreement:
Subject, price and other material terms of the Agreement are specified in supplement No. 22 to this decision.
Period of validity of the Agreement:
The Agreement is effective from the date of its signing by the Parties and is valid up to the complete performance by the Debtor of obligations pursuant to the Agreement. The terms of the Agreement are applied to the relations of the Parties, initiated from 01.09.2017.
Persons interested in the deal:
Persons interested in the deal between PJSC MOESK and PJSC FGC UES are as follows:
- person controlling PJSC MOESK – PJSC Rosseti, as the other person controlled by PJSC Rosseti - PJSC FGC UES – is the party to the deal with PJSC MOESK;
- member of the Board of Directors of PJSC MOESK Demin Andrei Aleksandrovich, who is simultaneously the member of the Board of Directors of PJSC FGC UES.
2.3. Date of the meeting of the issuer's Board of Directors at which the corresponding decisions were adopted:
29 December 2017.
2.4. Date of compilation and the number of the minutes of the meeting of the issuer's Board of Directors at which the corresponding decisions were adopted:
30 December 2017, Minutes No.338.
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