August 24, 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 August 20, 2020.
The Board of Directors approved the report divestment of non-core assets for the first half of 2020. During the course of the program on divestment of non-core assets, the Board approved cancellation of the Company’s participation in authorized share capital of JSC NIIES by means of its liquidation upon which 99.99% of JSC SNRG’s share is transferred to the authorized share capital of PJSC RusHydro.
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The Board of Directors determined the maximum service fee for audit of RAS and IFRS financial statements and execution of RusHydro Group’s long-term development program for 2021-2023. The auditor’s maximum service fee is calculated in accordance with methodology approved by Ministry of Economic Development of Russia, which will serve as the basis in the upcoming tenders for audit services for 2021-2023.
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The Board of Directors approved RusHydro Group’s Long-term development program for 2020-2024. Based on RusHydro Group’s development strategy the program complies with the latest changes in the country’s legislation. The Group’s key goals include increase of Company’s share price, development of generation facilities, improvement of management efficiency of the Far Eastern assets, development of the Far East’s power system, improvement of investment and operational efficiency, transparency and further development of human capital.
The program identifies the main areas for the Group’s development including efficient utilization of hydro resources, improvement of reliability of the United Power System of Russia and social-economic conditions for development of the Far Eastern Federal District by providing consumers access to the power infrastructure.
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Board of Directors approved RusHydro Group’s Innovation development program for the period 2020-2024 with outlook until 2029. Change in asset management structure of JSC RAO ES East, comparison of RusHydro Group’s KPIs and technological development level with peers and compliance with the new federal laws were the basis for reviewing the Innovation development program. RusHydro’s and JSC RAO ES East KPIs were taken into account in the course of review.
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The Board approved the report on functionality and internal review results of the corporate system of risk management and internal control and instructed the Company to develop a plan to enhance the system for the period of 2020-2021.
Ernst & Young has conducted an independent external review of RusHydro’s operations. The Company’s internal audit fully complies with the international professional standards and Institute of Internal Auditor’s Code of Ethics – the highest level of assessment.
From December 2019 to July 2020 EY experts reviewed regulatory and procedural documents and completed audit projects, interviewed the Company’s top-management and members of the Audit Committee of the Board of Directors. The results confirmed RusHydro’s corporate governance highest attainable level. According to the experts, RusHydro utilizes best practices in internal audit, which contributes to improvement of business process efficiency, risk management and internal control.
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The Board of Directors terminated the powers of Boris Bogush as the Member of the Management Board from 01.09.2020 due to retirement and approved the composition of Management Board in the number of four persons.
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The Board also approved amendment 4 to the share pledge agreement between of JSC Boguchanskiy Aluminum Smelter Construction Customer and JSC Boguchanskiy Aluminum Smelter Construction Organizer between PJSC RusHydro and State Corporation for Development VEB.rf entered into in 2010 for construction of the Boguchanskiy Aluminium Smelter and approved the amount specified in the agreement without change.
The changes relate to ongoing operations of CJSC BoAZ and should be reflected in loan documentation including share pledge agreement.