ROSSETI
INTERREGIONAL
DISTRIBUTION GRID
COMPANY OF THE
NORTH-WEST
INTERREGIONAL DISTRIBUTION GRID COMPANY OF THE NORTHWEST JOINT-STOCK COMPANY
(IDGC OF THE NORTH-WEST, JSC)
(IDGC OF THE NORTH-WEST, MINUTES
JSC)
of the session of the Board of Directors
30.12.2014
No 172/14
Saint Petersburg
Arrangement form of the session of the Board of Directors of IDGC of the North-West,
JSC - absentee voting (polling).
Chairperson: Chairman of the Board of Directors S.G. Titov.
Members of the Board of Directors having participated in the session:
1. T.P. Dronova
2. A.N. Zharikov
3. S.S. Zholnerchik
4. M.A. Lavrova
5. S.V. Pokrovsky
6. M.M. Saukh
7. V.V. Sofyin
8. R.A. Filkin
9. D.A. Chevkin
Members of the Board of Directors having failed to participate in the session:
1. A.A. Erdyniyev
The number of members of the Board of Directors having participated in the session
(voting) is 10 persons of the 11 elected members of the Board of Directors.
The quorum required for arrangement of the session of the Board of Directors shall
be at least one-half of the number of elected members of the Board of Directors of the
Company (Clause 18.12, Article 18 of the Charter of IDGC of the North-West, JSC). The
quorum was present.
AGENDA:
1. On approval of the Company Insurance Protection Program for 2015
2. On approval of the Plan of Procurement of Goods, Works and Services for
the Needs of the Company for 2015.
3. On approval of an in-house document of the Company: HR and Social
Policy of the Company
4. Report of General Director on provision for insurance protection of the
Company in Q3 2014.
5. Report of General Director - Chairman of the Management Board of the
Company on the Company's activities in Q3 2014 including a report on execution of
decision of the Board of Directors of the Company.
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 1 of 10
6. On termination of the powers of a member of the Management Board of the
Company.
7. On composition of the Reliability Committee under the Board of Directors of
the Company.
8. On approval of budgets of the Committees under the Board of Directors of
the Company for Q1-Q2 2015
9. On approval of an in-house document of the Company: Systemic design of
the Company’s communication grids
10. On introduction of amendments to the IT, Automation and
Telecommunications Strategy of the Company till 2016 to the extent of the roadmap
actualization.
11. On approval of the Plan for Implementation of the IT, Automation and
Telecommunications Strategy of the Company till 2016.
12. On approval of the List of Priority Measures to Ensure Financial Stability
of the Company for the period of 2015-2019.
13. On approval of the Company’s Energy Savings and Enhanced Energy
Efficiency Program for 2015-2019.
14. On endorsement of the agreement on coordination and development of the
system of regulatory technical support within the electric power grid complex
between Rosseti, JSC and their subsidiary and dependent companies representing an
interested party transaction.
15. On endorsement of the commercial representation contract between IDGC
of the North-West, JSC and Directorate for Fiber Optic Communication Lines on
Overhead Transmission Lines, JSC representing an interested party transaction.
16. On determination of the attitude of the Company’s representatives
concerning issues on agendas of general meetings of shareholders and sessions of
Boards of Directors of subsidiary companies of IDGC of the North-West, JSC.
17. On approval of an in-house document of the Company: Anticorruption
Policy of Rosseti, JSC and Rosseti, JSC SDCs.
Following the voting results the Board of Directors of IDGC of the North-West,
JSC decided as follows:
On Issue No 1 on the agenda:
Approve of the Company Insurance Protection Program for 2015 in accordance with
Appendix No 1 to this decision of the Board of Directors of the Company.
On Issue No 2 on the agenda:
Approve of the Plan of Procurement of Goods, Works and Services for the Needs of
IDGC of the North-West, JSC for 2015 in accordance with Appendix No 2 to this decision
of the Board of Directors of the Company.
On Issue No 3 on the agenda:
Approve of the HR and Social Policy of IDGC of the North-West, JSC in
accordance with Appendix No 3 to this decision of the Board of Directors of the Company.
On Issue No 4 on the agenda:
Approve of the report of General Director on provision for insurance protection of
the Company in Q3 2014 in accordance with Appendix No 4 to this decision of the Board
of Directors of the Company.
On Issue No 5 on the agenda:
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 2 of 10
1. Take under advisement the report of General Director - Chairman of the
Management Board of the Company on the Company's activities in Q3 2014 including a
report on execution of decision of the Board of Directors of the Company in accordance
with Appendices 5-8 to this decision of the Board of Directors of the Company.
2. Instruct General Director of the Company to present (on a quarterly basis, within
the framework of a report on execution of decisions issued by the Board of Directors of the
Company):
- information on reviews carried out by external surveillance and control bodies and
measures taken by the management to eliminate the violations and inconsistencies detected;
- information on facts of complaints filed by procurement procedures participants,
prescriptions and decisions of the Federal Antimonopoly Service and measures taken by
the management to eliminate the violations and inconsistencies detected in the field of
procurement procedures.
On Issue No 6 on the agenda:
Terminate the powers of member of the Management Board of IDGC of the NorthWest, JSC Andrey Yuryevich Gorokhov.
On Issue No 7 on the agenda:
Early terminate the powers of members of the Reliability Committee of the
Company:
- Sergey Alexandrovich Petrov;
- Andrey Yuryevich Gorokhov;
- Gennady Andreyevich Alexandrov.
2. Elect the Reliability Committee under the Board of Directors of the Company as
follows:
- Sergey Mikhaylovich Katayev, Director of the Production Assets Management
Department of Rosseti, JSC;
- Dmitry Ivanovich Nikonov, Acting First Deputy General Director – Chief
Engineer of IDGC of the North-West, JSC;
- Oleg Panfutyevich Anfimov, Deputy Chief Engineer for Operational
Technological Management – Head of the Operational Technological and Situational
Management Department of IDGC of the North-West, JSC.
3. Elect Sergey Mikhaylovich Katayev Chairman of the Reliability Committee under
the Board of Directors of the Company.
On Issue No 8 on the agenda:
1. Approve the budget of the Audit Committee under the Board of Directors of
North-West, JSC for Q1-Q2 2015 in accordance with Appendix No 9 to the decision of the
Board of Directors of the Company.
2. Approve the budget of the Personnel and Awards Committee under the Board of
Directors of North-West, JSC for Q1-Q2 2015 in accordance with Appendix No 10 to the
decision of the Board of Directors of the Company.
3. Approve the budget of the Committee for Strategy and Development under the
Board of Directors of North-West, JSC for Q1-Q2 2015 in accordance with Appendix No
11 to the decision of the Board of Directors of the Company.
4. Approve of the budget of the Reliability Committee under the Board of Directors
of IDGC of the North-West, JSC for Q1-Q2 2015 in accordance with Appendix No 12 to
this decision of the Board of Directors of the Company.
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 3 of 10
5. Approve the budget of the Committee for Technological Connection to Electric
Power Grids under the Board of Directors of North-West, JSC for Q1-Q2 2015 in
accordance with Appendix No 13 to the decision of the Board of Directors of the Company.
On Issue No 9 on the agenda:
1. Approve of the systemic design of the communication grids of IDGC of the
North-West, JSC in accordance with Appendix No 14 to this decision of the Board of
Directors of the Company.
On Issue No 10 on the agenda:
1. 1. Approve of the Roadmap for implementation of the IT, Automation and
Telecommunications Strategy of IDGC of the North-West, JSC for the period of 20142016 in accordance with Appendix No 15 to this decision of the Board of Directors of the
Company.
2. Bring to notice of General Director of the Company insufficient working-through
of the numeric indicators included in the Roadmap for implementation of the IT,
Automation and Telecommunications Strategy of IDGC of the North-West, JSC for the
period of 2014- 2016.
3. During implementation of the projects included in the Roadmap for
implementation of the IT, Automation and Telecommunications Strategy of IDGC of the
North-West, JSC for the period of 2014- 2016 one shall be guided by import substitution
principles.
4. Instruct General Director to provide for submittal of the following issues for
consideration to the Board of Directors of the Company in Q1 2015:
4.1. “On introduction of amendments to the IT, Automation and
Telecommunications Strategy of IDGC of the North-West, JSC for the period of 20142016” to the extent of:
4.1.1. Correction of the Roadmap with account for recalculation of the numeric
indicators in accordance with the comments elaborated.
4.1.2. Migration from SAP business process automation platform to 1C in
accordance with import substitution principles”.
4.2. “On development of the Company’s telecommunication and communication
systems” containing information on engagement of external investors for construction of
fiber optic communication lines at electric power grid complex facilities.
On Issue No 11 on the agenda:
Exclude the issue from consideration.
On Issue No 12 on the agenda:
Postpone this issue consideration.
On Issue No 13 on the agenda:
Approve of the Energy Saving and Energy Efficiency Enhancement Program of the
Company for 2015-2019 in accordance with Appendix No 16 to this decision of the Board
of Directors of the Company.
On Issue No 14 on the agenda:
Endorse the agreement on coordination and development of the system of regulatory
technical support (RTS) within the electric power grid complex between Rosseti, JSC and
their SDCs (hereinafter – the “agreement”) representing an interested party transaction on
essential conditions as follows:
Parties to the Agreement:
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 4 of 10
Rosseti, JSC
FGC UES, JSC
IDGC of Center, JSC;
IDGC of the North-West, JSC;
IDGC of Center and Privolzhye, JSC;
IDGC of Volga, JSC;
IDGC of Ural, JSC;
IDGC of Siberia, JSC;
IDGC of South, JSC;
Kubanenergo, JSC;
IDGC of Northern Caucasus, JSC;
Tyumenenergo, JSC;
Lenenergo, JSC;
MOESK, JSC;
Yantarenergo, JSC;
TRK, JSC.
Subject of the Agreement:
For purposes of elaboration of unified approaches to management and development
of the RTS system, the Parties have concluded the agreement as follows:
For purposes of reliable and efficient functioning of trunk and distribution grids of
the Russian Federation electric power grid complex, the Parties deem necessary
introduction of a system for the RTS system development coordination.
Such coordination shall be ensured through synchronization of works related to
elaboration and revision of regulatory technical documents in the field of technical
regulation and standardization (hereinafter – “TRS”) as well as expansion of TRS
comprehensive expert evaluation practices.
The agreement shall govern provisions, instructions, regulations, programs and
other documents determining the procedure of technological interaction of Rosseti, JSC
SDCs (their branches) with SO of UES, JSC (their dispatching centers), the necessity of
such documents elaboration, application and execution stipulated by the effective
regulatory legal instruments, agreements between SO of UES, JSC and FGC UES, JSC,
technical interaction agreements between SO of UES, JSC and Rosseti, JSC SDCs for
purposes of ensuring reliability of functioning of the Unified Energy System of Russia and
other documents as may be signed between SO of UES, JSC (their branches) and Rosseti,
JSC SDCs prior to conclusion of the agreement.
The Parties deem necessary creation of a unified TRS register to incorporate all
documents as may have been elaborated by each Party as well as (upon agreement with
third parties) technical regulation documents elaborated by such third parties.
The TRS requirements to be included in the unified TRS Register shall be
accounted for by each Party in the course of their production and economic activities
according to such requirements applicability scope except for TRS provisions that are in
conflict with the federal, regional or local legislation.
To ensure coordination and effective interaction, the Parties deem it necessary
creation of a Coordination Council for the TRS system development.
Validity term of the Agreement:
The Agreement shall take effect upon signature, concluded for an indefinite term.
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 5 of 10
On Issue No 15 on the agenda:
1. Specify that the amount of remuneration due under the commercial representation
contract between IDGC of the North-West, JSC (hereinafter – the “Company”) and
Directorate for Fiber Optic Communication Lines on Overhead Transmission Lines, JSC
(hereinafter - the “Contract”, Appendix No 17 to this decision) shall be 5 (Five) per cent of
the cost of contracts concluded in accordance with Clause 3.1.3 of the Contract (18% VAT
included).
The amount of remuneration due under the Contract for the whole validity term
shall not be in excess of 2 (Two) per cent of the book value of assets of IDGC of the
North-West, JSC according to the Company’s accounting statements data as of the most
recent reporting date.
2. Endorse conclusion of the Contract representing an interested party transaction on
conditions as follows:
Parties to the Contract:
IDGC of the North-West, JSC –Truster;
Directorate for Fiber Optic Communication Lines on Overhead Transmission Lines,
JSC – Trustee.
Subject of the Contract:
Within the framework of discharge of the Contract, the Truster instructs and the
Trustee undertakes to perform the following legal and actual actions on behalf and at the
expense of the Truster:
- search and engagement of potential Users of electric power industry facilities;
- issue to such Users of electric power industry facilities the specifications listed
below; sign protocols, statements and other documents in pursuance of the said
specifications:
 Specifications for accommodation of fiber optic communication lines at electric
power grid complex facilities (standard specification form given in Appendix No 6 to the
Contract);
- conclude the contracts (agreements) as listed below with Users of electric power
industry facilities and discharge such contracts (agreements); introduce amendments and
supplements to them, dissolve them in the cases and following the procedure as stipulated
by such contracts (agreements); sign protocols, statements and other documents in
pursuance of the said contracts (agreements):
 Contracts for rendering services consisting in provision of access to electric
power grid complex facilities for purposes of construction and operation of fiber optic
communication lines (standard contract form given in Appendix No 7 to the Contract);
 Contracts for temporary limited usage of overhead transmission lines (standard
specification form given in Appendix No 9 to the Contract);
- effect settlements with Users of electric power industry facilities in accordance
with the prices (tariffs) established by the Truster;
- represent the Truster’s interests with technical inventory bodies in connection with
issues related to technical inventory of electric power grid complex facilities for purposes
of accommodation of fiber optic communication lines at them with the right to file
applications and documents as well as to receive technical data sheets and other documents;
- represent the Truster’s interests with bodies in charge of state registration of rights
to immovable properties and transactions therewith in connection with issues related to
formal execution of transactions and further registration of rights to and transactions with
electric power grid complex facilities (inclusive of contracts for lease of premises,
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 6 of 10
contracts for easement of buildings and structures) that represent immovable property
assets as well as landplots where the said electric power grid complex facilities are
positioned (inclusive of landplot lease and easement contracts), with the right to sign and
file applications and to receive briefing notes, with the right to receive certificates of state
registration of rights, excerpts from the Unified State Register of Rights to Immovable
Property and Transactions therewith and other documents as well as to undertake other
actions related to state registration of the said rights and transactions.
The list of electric power grid complex facilities of the territorial distribution grid
covered by the Contract (hereinafter – the “Contract Coverage Territory” is determined in
Appendix No 2 to the Contract.
The procedure for interaction between the Truster and the Trustee during conclusion
and discharge of contracts, the prices (tariffs) under such contracts and the amount of
remuneration due to the Trustee under the contracts stipulated by Clause 3.1.3 of the
Contract are determined in Appendices No 8 and No 10 to the Contract.
The Truster acknowledges that the commission stipulated by the Contract shall take
effect from the date of signature of the Contract by the Parties and shall be binding on the
Trustee without any additional confirmation of the Trustee’s powers (issuance of powers
0of attorney and (or) any documents or instructions) on the part of the Truster. The
contracts (agreements, specifications) stipulated by Clause 3.1 of the Contract and
supplementary agreement to them shall be signed on behalf of the Truster by the sole
executive body of the Trustee or other empowered agents of the Trustee.
Price of the Contract:
The amount of remuneration due to the Trustee under the Contract shall be 5 (Five)
per cent of the cost of contracts concluded by the Trustee in accordance with Clause 3.1.3
of the Contract (18% VAT included).
The amount of remuneration due under the Contract for the whole validity term
shall not be in excess of 2 (Two) per cent of the book value of assets of IDGC of the
North-West, JSC according to the Company’s accounting statements data as of the most
recent reporting date.
Validity term of the Contract:
The Contract shall take effect form the date of its signature by the Parties.
The Contract is concluded for 5 (five) years. In case neither Party has notified the
other Party of their willingness to dissolve the Contract at least 1 (One) month prior to its
termination, the Contract shall be deemed tacitly prolonged for each subsequent year.
On Issue No 16 on the agenda:
1. Instruct representatives of IDGC of the North-West, JSC to vote FOR the
following decisions to be taken at the session of the Board of Directors of
Pskovenergoagent, JSC:
- on issue “On approval the target values of the annual and quarterly KPIs of General
Director of Pskovenergoagent, JSC for 2015”:
“ Approve of the target values of annual and quarterly Key Performance Indicators
(KPIs) of General Director of Pskovenergoagent, JSC for 2015 n accordance with
Appendix No 18 to this decision of the Board of Directors”.
- on agenda issue “On approval of the report on achievement of the target values of
the quarterly KPIs of General Director of Pskovenergoagent, JSC in Q3 2014”:
“Approve of the report on achievement of the target values of the quarterly Key
Performance Indicators (KPIs) of General Director of Pskovenergoagent, JSC in Q3 2014"
in accordance with Appendix No 19 to this decision of the Board of Directors”.
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 7 of 10
- on issue “On approval of the Business Plan of Pskovenergoagent, JSC for 2015”:
“Approve of the Business Plan of Pskovenergoagent, JSC for 2015 with the following
core indicators (thousand RUB):
Indicators
2015 plan value
Proceeds
249 534
Prime cost
237 624
Gross profit
11 910
Net profit
500
- on issue “On approval of the report on execution of the Business-Plan of
Pskovenergoagent, JSC in Q3 2014 and the 9 months of 2014”:
“Approve of the report on execution of the Business-Plan of Pskovenergoagent, JSC
in Q3 2014 and the 9 months of 2014, the core indicators being as follows (thousand RUB):
9 months of
9 months of
Q3 2014
Q3 2014
Indicators
2014
2014
Plan
Actual
Plan
Actual
Proceeds
56 260
57 030
177 846
178 616
Prime cost
56 634
54 915
172 409
170 690
Gross profit
- 374
2 115
5 437
7 926
Net profit
- 2 601
- 179
- 3 740
- 1 318
2. Instruct representatives of IDGC of the North-West, JSC to vote FOR the
following decisions to be taken at the session of the Board of Directors of
Pskovenergosbyt, JSC:
- on issue “On approval the target values of the annual and quarterly KPIs of General
Director of Pskovenergosbyt, JSC for 2015”:
“Approve of the target values of annual and quarterly Key Performance Indicators
(KPIs) of General Director of Pskovenergosbyt, JSC for 2015 n accordance with Appendix
No 20 to this decision of the Board of Directors”.
- on agenda issue “On approval of the report on achievement of the target values of the
quarterly KPIs of General Director of Pskovenergosbyt, JSC in Q3 2014”:
“Approve of the report on achievement of the target values of the quarterly Key
Performance Indicators (KPIs) of General Director of Pskovenergosbyt, JSC in Q3 2014"
in accordance with Appendix No 21 to this decision of the Board of Directors”.
- on issue “On approval of the Business Plan of Pskovenergosbyt, JSC for 2015 with
forecast for 2016-2019”:
1. Approve of the Business Plan of Pskovenergosbyt, JSC for 2015 and take under
advisement the forecast performance indicators for the period of 2016–2019 in accordance
with Appendix No 22 to this decision of the Board of Directors of the Company.
2. Instruct General Director of the Company to:
2.1. Ensure submittal of the corrected Business Plan for 2015 for consideration to
the Board of Directors of the Company and consideration of the forecast performance
indicators for 2016-2019 with account for implementation of top priority measures to
ensure financial stability under the existing macroeconomic conditions, risks of borrowed
capital cost growth in excess of the target parameters stipulated in the Company’s Business
Plan and impossibility to engage in 2015 financial resources in the amount required for
purposes of the Company’s current liabilities servicing as well as with account for the tariff
and balance decisions taken for 2015, fulfillment of Instruction No PR-2821 of President
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 8 of 10
of the Russian Federation dated 05.12.2014 and non-deterioration of the financial and
economic performance indicators approved in the Business Plan for 2015-2019 by
31.03.2015.
2.2. Ensure unconditional compliance with the per quarter dynamics of loan
indebtedness in 2015.
- on issue “On approval of the report on execution of the Business-Plan of
Pskovenergosbyt, JSC in Q3 2014 and the 9 months of 2014”:
“Approve of the report on execution of the Business-Plan of Pskovenergosbyt, JSC in
Q3 2014 and the 9 months of 2014, the core indicators being as follows (thousand RUB):
9 months of
9 months of
Q3 2014
Q3 2014
Indicators
2014
2014
Plan
Actual
Plan
Actual
Proceeds
1 060 646
1 270 511
4 272 386
4 267 112
Prime cost
1 070 868
1 266 841
4 276 554
4 272 734
Gross profit
- 10 222
3 670
- 4 168
- 5 622
Net profit
- 7 288
- 7 266
- 6 213
- 6 188
3. Instruct representatives of IDGC of the North-West, JSC to vote FOR the
following decisions to be taken at the session of the Board of Directors of Lesnaya
Skazka, JSC:
- on issue “On approval the target values of the annual and quarterly KPIs of General
Director of Lesnaya Skazka, JSC for 2015”:
“Approve of the target values of annual and quarterly Key Performance Indicators
(KPIs) of General Director of Lesnaya Skazka, JSC for 2015 n accordance with Appendix
No 23 to this decision of the Board of Directors”.
- on issue “On approval of the report on achievement of the target values of the
quarterly KPIs of General Director of Lesnaya Skazka, JSC in Q3 2014”:
“Approve of the report on achievement of the target values of the quarterly Key
Performance Indicators (KPIs) of General Director of Lesnaya Skazka, JSC in Q3 2014" in
accordance with Appendix No 24 to this decision of the Board of Directors”.
- on issue “On approval of the Business Plan of Lesnaya Skazka, JSC for 2015”:
“Approve of the Business Plan of Lesnaya Skazka, JSC for 2015 with the following
core indicators (thousand RUB):
Indicators
2015 plan value
Proceeds
4 284
Prime cost
2 339
Gross profit
1 945
Net profit
1 930
- on issue “On approval of the report on execution of the Business-Plan of Lesnaya
Skazka, JSC in Q3 2014 and the 9 months of 2014”:
“Approve of the report on execution of the Business-Plan of Lesnaya Skazka, JSC in
Q3 2014 and the 9 months of 2014, the core indicators being as follows (thousand RUB):
Indicators
Proceeds
Prime cost
Gross profit
Net profit
Q3 2014
Plan
1 071
604
467
452
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Q3 2014
Actual
1 071
591
480
495
9 мес.2014
Plan
3 213
2 069
1 144
1 130
9 months of
2014 Actual
3 213
2 056
1 157
1 173
Page 9 of 10
On Issue No 17 on the agenda:
1. Approve of the Anticorruption Policy of Rosseti, JSC and Rosseti, JSC SDCs as
an in-house document of the Company in accordance with Appendix No 25 to this decision
of the Board of Directors of the Company.
2. Deem invalid the Anticorruption Policy of IDGC of the North-West, JSC
approved by the Board of Directors of the Company on 31.03.2014(Minutes No 150/21 of
the session of the Board of Directors dated 02.04.2014).
3. Instruct the Sole Executive Body of the Company to ensue implementation of the
Anticorruption Policy of Rosseti, JSC and Rosseti, JSC SDCs within the Company.
- Questionnaires completed by members of the Board of Directors are appended to
the Minutes.
Protocol generation date – 12.01.2015.
Chairman of the Board of Directors
S.G. TITOV
Corporate Secretary
L.Yu. NAZARENKO
Minutes of session of the Board of Directors
of IDGC of the North-West, JSC
Page 10 of 10