310709

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					          “Interregional Distribution Grid Company of Centre”, Joint-Stock Company

                                 4/2 Glukharev Lane, Moscow, 129090
   Tel.: reception (495) 747 92 90, (495) 747 92 96, contact centre: (495) 747 92 92 (4722) 30 40 60;
                  Fax: (495) 747 92 95, e-mail: posta@mrsk-1.ru , http//www.mrsk-1.ru
                      Primary State Registration Number (OGRN) 1046900099498
                            Taxpayer Identification Code (INN) 6901067107

                                          MINUTES
                of meeting of the Board of Directors of IDGC of Centre, JSC
                                (in the form of absent voting)

31 July, 2009
                                                                                            No. 12/091
                                              Moscow

Form of the meeting: postal voting.
Total number of members of the Board of Directors: 11 persons.
Participants of the voting: A.M. Branis, S.N. Ivanov, S.B. Kosarev, E.F. Makarov, S.N.
Popovsky, T.A. Seliverstova, D.A. Spirin, S.B. Starchenko, S.B. Syutkin, M.G.
Tikhonova, R.A. Filkin.
Members who did not provide questionnaires: none.
The quorum is present.
Absence of objections concerning the materials and draft resolutions from supervisor
of the Federal Antimonopoly Service of the Russian Federation V.G. Korolev was
taken into account at drawing up of the minutes.
Date of the minutes: 04.08.2009

AGENDA:
1. Approval of the Board of Directors work plan for 2009-2010.
2. Approval of the credit plan for 3rd and 4th quarters 2009.
3. Approval of attraction of borrowed funds in 3 - 4 quarters 2009 for financing of
investment program of IDGC of Centre, JSC of 2009 and/or investment expenses
indemnity incurred in 2009 with violation of the Maximum allowed limit on the current
liquidity and with exceeding of the Limit of borrowing cost parameters.
4. Determination of amount of payment for services of the Company's Auditor.
5. Approval of budget of the Committee for Audit , of the Reliability Committee, of the
Committee for Personnel and Remuneration, of the Committee for Strategy and
development, of the Committee for technological connection to electric networks under
the Board of Directors of IDGC of Centre, JSC for the 3rd quarter 2009.
6. Amending the register of non-core assets of IDGC of Centre.
7. Approval of candidacy of independent appraiser for definition of rental value and of
real estate market value of IDGC of Centre, JSC located at address: 80a Tereshkova
Street, Kostroma.
8. Approval of real estate rental contract concluded between IDGC of Centre, JSC (branch
of IDGC of Centre, JSC - Smolenskenergo) and SО UES, JSC (branch of SО UES, JSC
Smolensk RDD) which is an interested party transaction.
9. Approval of contract for services on telephone communications concluded between
IDGC of Centre, JSC and SО UES, JSC which is an interested party transaction.
10. Introduction of alterations into line organization of IDGC of Centre, JSC.
11. Approval of list of positions of the Company’s executive establishment, approval of
nominees which pertained to the competence of the Company’s Board of Directors.
12. Approval of nominees to the positions of the Company’s executive establishment
defined by the Company’s Board of Directors.
13. Termination of the powers of the members of the Company’s management Board
and election of the members of the Company’s management Board.
14. Approval of the control parameters of the Company’s cash flow for 3rd quarter
2009.
15. On determining IDGC of Centre, JSC position concerning the agenda of the Annual
General Meeting and meetings of the Board of Directors of Sanatorium-Preventorium
“Energetik”, JSC: “Approval of key performance indicators of the Company for 2009”.

Item 1: Approval of the Board of Directors work plan for 2009-2010.
Decision:
To approve the Board of Directors work plan for 2009-2010 according to the Appendix
No.1 to this BD’s decision.

Results of the voting:
Alexander Markovich Branis                   - FOR
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
Tatiana Alexandrovna Seliverstova            - FOR
Denis Alexandrovich Spirin                   - FOR
Alexandr Grigorievich Starchenko             - FOR
Sergey Borisovich Syutkin                    - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.

Item 2: Approval of the credit plan for 3rd and 4th quarters 2009.
Decision:
To approve the credit plan for 3rd and 4th quarters 2009 according to the Appendix No.2
to this BD’s decision.

Results of the voting:
Alexander Markovich Branis                    - ABSTAINED
Sergey Nikolaevich Ivanov                     - FOR
                                                                                      2
Sergey Borisovich Kosarev                     - FOR
Evgeny Fedorovich Makarov                     - FOR
Sergey Nikolaevich Popovsky                   - FOR
Tatiana Alexandrovna Seliverstova             - FOR
Denis Alexandrovich Spirin                    - ABSTAINED
Alexandr Grigorievich Starchenko              - FOR
Sergey Borisovich Syutkin                     - FOR
Maria Gennadievna Tikhonova                   - FOR
Roman Alexeevich Filkin                        - ABSTAINED
Total:
    FOR                    - «8»
    AGAINST                - «0»
    ABSTAINED              - «3»
The decision is taken.

Item 3: Approval of attraction of borrowed funds in 3 - 4 quarters 2009 for financing
of investment program of IDGC of Centre, JSC of 2009 and/or investment expenses
indemnity incurred in 2009 with violation of the Maximum allowed limit on the
current liquidity and with exceeding of the Limit of borrowing cost parameters.
Decision:
1. In connection with the exceeding of the Maximum allowed limit on the current liquidity
and with exceeding of the Limit of borrowing cost parameters to approve the conclusion
of the Contract IDGC of Centre, JSC (hereinafter referred to as – the Company) for
opening of nonrevolving line of credit signed with the Joint-Stock Commercial Savings
Bank of the Russian Federation (JSC) represented by the Middle-Russian bank of the
Savings bank of Russia, JSC (hereinafter referred to as - The Bank) without bid security
for the purposes of attraction of borrowed funds in 3 - 4 quarters 2009 in the amount not
exceeding 2 550 000 000 (Two billion five hundred and fifty million) Rubles on the
following conditions including but not limited to:
- limit of the line of credit – not exceeding 2 550 000 000 (Two billion five hundred and
fifty million) Rubles,
- term of the line of credit – not more than 5 years,
- purpose of the line of credit – investment program of IDGC of Centre, JSC of 2009
and/or investment expenses indemnity incurred by the Company from own funds in 2009,
- the line of credit interest rate – not more than 18% (Eighteen) percents per year,
- payment for opening of the line of credit– 1% (One) percent per annum from amount of
the line of credit that amounts 25 500 000 (Twenty-five million five hundred thousand)
Rubles,
- service fee – 0,1% (Zero point one) percent per annum from amount of the line of
credit,
- fee for the use of the limit of the line of credit – 0,1% (Zero point one) percent per
annum from the amount of unutilized limits,
- credit prepayment charge without the written notice or without the notice not less than
7 calendar days – 0,1% (Zero point one) percent per annum from the amount of credit
prepayment charge,
- penalty for missing the principle payment and/or percent and/or other payments–
doubled refinancing rate of the Bank of Russia;


                                                                                       3
as well the conclusion of the Agreement of the Bank’s right for direct debit of funds from
the Company’s settlement account opened with the Bank for redemption of overdue
payments under this Contract.
2. In connection with the exceeding of the Maximum allowed limit on the current liquidity
and with exceeding of the Limit of borrowing cost parameters to approve the conclusion
of the Contract IDGC of Centre, JSC (hereinafter referred to as – the Company) for
opening of nonrevolving line of credit signed with the Joint-Stock Commercial Savings
Bank of the Russian Federation (JSC) represented by the Middle-Russian bank of the
Savings bank of Russia, JSC (hereinafter referred to as - The Bank) without bid security
for the purposes of attraction of borrowed funds in 3 - 4 quarters 2009 in the amount not
exceeding 1 700 000 000 (One billion seven hundred million) Rubles on the following
conditions including but not limited to:
- limit of the line of credit – not exceeding 1 700 000 000 (One billion seven hundred
million) Rubles,
- term of the line of credit – not more than 5 years,
- purpose of the line of credit – investment program of 2009 of branch of IDGC of Centre,
JSC - Belgorodenergo,
- the line of credit interest rate – not more than 18% (Eighteen) percents per year,
- payment for opening of the line of credit– 1% (One) percent per annum from amount of
the line of credit that amounts 17 000 000 (Seventeen million) Rubles,
- service fee – 0,1% (Zero point one) percent per annum from amount of the line of
credit,
- fee for the use of the limit of the line of credit – 0,1% (Zero point one) percent per
annum from the amount of unutilized limits,
- credit prepayment charge without the written notice or without the notice not less than
7 calendar days – 0,1% (Zero point one) percent per annum from the amount of credit
prepayment charge,
- penalty for missing the principle payment and/or percent and/or other payments–
doubled refinancing rate of the Bank of Russia;
as well the conclusion of the Agreement of the Bank’s right for direct debit of funds from
the Company’s settlement account opened with the Bank for redemption of overdue
payments under this Contract.

Results of the voting:
Alexander Markovich Branis                    - ABSTAINED
Sergey Nikolaevich Ivanov                     - FOR
Sergey Borisovich Kosarev                     - FOR
Evgeny Fedorovich Makarov                     - FOR
Sergey Nikolaevich Popovsky                   - FOR
Tatiana Alexandrovna Seliverstova             - FOR
Denis Alexandrovich Spirin                    - ABSTAINED
Alexandr Grigorievich Starchenko              - FOR
Sergey Borisovich Syutkin                     - FOR
Maria Gennadievna Tikhonova                   - FOR
Roman Alexeevich Filkin                        - ABSTAINED
Total:
    FOR                    - «8»
    AGAINST                - «0»
    ABSTAINED              - «3»
                                                                                        4
The decision is taken.
Special opinion of the members of the Board of Directors A.M. Branis, D.A. Spirin,
R.A. Filkin:
We support the attraction of credit for the purpose of refinancing of current loans, but we
have a rooted objection to financing of investprograms from credit assets at the rate of
18%.
Item 4: Determination of amount of payment for services of the Company's Auditor.
Decision:
To approve the amount of payment for services of the Company’s Auditor – HLB
Vneshaudit, Close JSC for auditing of the report of IDGC of Centre, JSC according to
Russian accounting principals for 2009 in amount of 5 782 000 (Five million seven
hundred and eighty-two thousand) Rubles, besides VAT (18%) in amount 1 040 760 (One
million forty thousand seven hundred and sixty) Rubles.

Results of the voting:
Alexander Markovich Branis                     - FOR
Sergey Nikolaevich Ivanov                      - FOR
Sergey Borisovich Kosarev                      - FOR
Evgeny Fedorovich Makarov                      - FOR
Sergey Nikolaevich Popovsky                    - FOR
Tatiana Alexandrovna Seliverstova              - ABSTAINED
Denis Alexandrovich Spirin                     - FOR
Alexandr Grigorievich Starchenko               - FOR
Sergey Borisovich Syutkin                      - FOR
Maria Gennadievna Tikhonova                    - FOR
Roman Alexeevich Filkin                         - FOR
Total:
    FOR                    - «10»
    AGAINST                - «0»
    ABSTAINED              - «1»
The decision is taken.
Item 5: Approval of budget of the Committee for Audit, of the Reliability Committee,
of the Committee for Personnel and Remuneration, of the Committee for Strategy
and Development, of the Committee for technological connection to electric networks
under the Board of Directors of IDGC of Centre, JSC for the 3rd quarter 2009.
Decision:
1. To approve the budget of the Committee for Audit of the Board of Directors of IDGC
   of Centre, JSC for the 3rd quarter 2009 according to the Appendix No.3 to this BD’s
   decision.
2. To approve the budget of the Committee for Strategy and Development of the Board of
   Directors of IDGC of Centre, JSC for the 3rd quarter 2009 according to the Appendix
   No.4 to this BD’s decision.
3. To approve the budget of the Committee for Personnel and Remuneration of the Board
   of Directors of IDGC of Centre, JSC for the 3rd quarter 2009 according to the
   Appendix No.5 to this BD’s decision.
4. To approve the budget of the Reliability Committee of the Board of Directors of IDGC
   of Centre, JSC for the 3rd quarter 2009 according to the Appendix No.6 to this BD’s
   decision.
                                                                                         5
5. To approve the budget of the Committee for technological connection to electric
   networks under the Board of Directors of IDGC of Centre, JSC for the 3rd quarter
   2009 according to the Appendix No.7 to this BD’s decision
6. To charge the Company’s General Director with submitting for consideration of the
   item at the regular meeting of the Company’s Board of Directors: “Amending:
   - The Regulation for payment of remuneration and compensations to the members of
      the Committee for Audit of the Board of Directors of IDGC of Centre, JSC;
   - The Regulation for payment of remuneration and compensations to the members of
      the Committee for Strategy and Development of the Board of Directors of IDGC of
      Centre, JSC;
   - The Regulation for payment of remuneration and compensations to the members of
      the Committee for Personnel and Remuneration of the Board of Directors of IDGC
      of Centre, JSC;
   - The Regulation for payment of remuneration and compensations to the members of
      the Reliability Committee of the Board of Directors of IDGC of Centre, JSC;
   - The Regulation for payment of remuneration and compensations to the members of
      the Committee for technological connection to electric networks under the Board of
      Directors of IDGC of Centre, JSC.

Results of the voting:
Alexander Markovich Branis                   - FOR
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
Tatiana Alexandrovna Seliverstova            - FOR
Denis Alexandrovich Spirin                   - FOR
Alexandr Grigorievich Starchenko             - FOR
Sergey Borisovich Syutkin                    - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.
Item 6: Amending the register of non-core assets of IDGC of Centre.
Decision:
To approve the Amending the register of non-core assets of IDGC of Centre according to
the Appendix No.8 to this BD’s decision.

Results of the voting:
Alexander Markovich Branis                    - FOR
Sergey Nikolaevich Ivanov                     - FOR
Sergey Borisovich Kosarev                     - FOR
Evgeny Fedorovich Makarov                     - FOR
Sergey Nikolaevich Popovsky                   - FOR
Tatiana Alexandrovna Seliverstova             - FOR

                                                                                      6
Denis Alexandrovich Spirin                     - FOR
Alexandr Grigorievich Starchenko               - FOR
Sergey Borisovich Syutkin                      - FOR
Maria Gennadievna Tikhonova                    - FOR
Roman Alexeevich Filkin                         - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.
Item 7: Approval of candidacy of independent appraiser for definition of rental value
and of real estate market value of IDGC of Centre, JSC located at address: 80a
Tereshkova Street, Kostroma.
Decision:
To approve the candidacy of independent appraiser of Lair Ltd. Saint-Petersburg for
definition of rental value and of real estate market value of IDGC of Centre, JSC located at
address: 80a Tereshkova Street, Kostroma on the conditions:
   - asking price: 39 530 Rubles. 00 kop. including VAT;
   - terms of payment: without prepayment, 100% to settle at 90 bank days from the date
      of signing of acceptance report of services;
   - term of rendering of services: on a phased basis, within 15 work days from the date
      of signing of the Contract.
Results of the voting:
Alexander Markovich Branis                        - FOR
Sergey Nikolaevich Ivanov                         - FOR
Sergey Borisovich Kosarev                         - FOR
Evgeny Fedorovich Makarov                         - FOR
Sergey Nikolaevich Popovsky                       - FOR
Tatiana Alexandrovna Seliverstova                 - FOR
Denis Alexandrovich Spirin                        - FOR
Alexandr Grigorievich Starchenko                  - FOR
Sergey Borisovich Syutkin                         - FOR
Maria Gennadievna Tikhonova                      - FOR
Roman Alexeevich Filkin                           - FOR
Total:
     FOR                        - «11»
     AGAINST                    - «0»
     ABSTAINED                  - «0»
The decision is taken.
Item 8: Approval of real estate rental contract concluded between IDGC of Centre,
JSC (branch of IDGC of Centre, JSC - Smolenskenergo) and SО UES, JSC (branch
of SО UES, JSC Smolensk RDD) which is an interested party transaction.
Decision:
1. To determine that the price of the real estate rental contract concluded between IDGC
    of Centre, JSC and SО UES, JSC amounts 7 112 716 (seven million one hundred and
    twelve thousand seven hundred and sixteen) Rubles 68 kopecks per year, including
    VAT – 1 084 990 (one million eighty-four thousand nine hundred and ninety) Rubles
    68 kopecks.
                                                                                          7
2. To approve the real estate rental contract concluded between IDGC of Centre, JSC and
    SО UES, JSC which is an interested party transaction (hereinafter referred to as – the
    Contract) on the following essential conditions:
    Parties of the Contract:
    Rentor - IDGC of Centre, JSC (branch of IDGC of Centre, JSC - Smolenskenergo)
    Tenant - SО UES, JSC (branch of SО UES, JSC Smolensk RDD)
    Subject of the Contract:
    Renter is liable to rent for compensatory temporary use and possession to the Tenant
the Rented premises according to the Appendix No.1 to the Contract and Tenant is liable
to accept the Rented premises for compensatory use and possession on the conditions of
the Contract.
    Price of the Contract:
    Rental value for use and possession of the Rented premises is set in fixed amounts in
Rubles and equals 7 112 716 (seven million one hundred and twelve thousand seven
hundred and sixteen) Rubles 68 kopecks per year, including VAT – 1 084 990 (one
million eighty=four thousand nine hundred and ninety) Rubles 68 kopecks.
    Payment procedure:
    The Tenant is liable to pay the rental fee in equal amounts monthly in amount of 1/12
of the annual rate determined in clause 5.1. of the Contract within the validity of the
Contract.
    Validity of the Contract:
    The lease term is set since 01 July, 2009 till 29 June, 2010.
    The Contract comes into effect from the moment of its signing and is valid until the
parties fully meet the liabilities under the Contract.
    According to the paragraph 2 of the Article 425 of Civil Code of the Russian
Federation the parties settle that the Contract covers the parties relations actually occurred
since 01 July, 2009.

Results of the voting:
     in voting on this item does not take part:
     - the member of Board of Directors of IDGC of Centre, JSC, E.F. Makarov as
according to item 3 of Article 83 of the Federal Law "On joint-stock companies" he is
recognized a dependent director. E.F. Makarov is the General Director and the
Chairperson of Management Board of IDGC of Centre, JSC.
Alexander Markovich Branis                      - FOR
Sergey Nikolaevich Ivanov                       - FOR
Sergey Borisovich Kosarev                       - FOR
Sergey Nikolaevich Popovsky                     - FOR
Tatiana Alexandrovna Seliverstova               - FOR
Denis Alexandrovich Spirin                      - FOR
Alexandr Grigorievich Starchenko                - FOR
Sergey Borisovich Syutkin                       - FOR
Maria Gennadievna Tikhonova                     - FOR
Roman Alexeevich Filkin                          - FOR
Total:
    FOR                       - «10»
    AGAINST                   - «0»
    ABSTAINED                 - «0»
The decision is taken.
                                                                                            8
Item 9: Approval of contract for services on telephone communications concluded
between IDGC of Centre, JSC and SО UES, JSC which is an interested party
transaction.
Decision:
1. To determine that the price of the contract for services on telephone communications
     concluded between IDGC of Centre, JSC and SО UES, JSC which is an interested
     party transaction amounts per month: assignment for permanent use of subscriber line
     to Subscriber - 548 (Five hundred forty-eight) Rubles 70 kopecks including VAT 18%
     - 83 (Eighty-three) Rubles 70 kopecks, other services on telephone communications
     are paid according to the actual volume of rented services at prices according to the
     Appendix 2 to the Contract. Total cost of services, accounted and paid to the
     Performer in accordance with the Contract can’t be equal or exceed 2% (Two percent)
     of balance sheet asset of the Performer according to data of its accounting report for
     the closing date.
2. To approve the contract for services on telephone communications concluded between
     IDGC of Centre, JSC and SО UES, JSC which is an interested party transaction
     hereinafter referred to as – the Contract) on the following essential conditions:
     Parties of the Contract:
     Performer - IDGC of Centre, JSC (branch Smolenskenergo)
     Subscriber - SО UES, JSC (Bryansk enterprise of trunk power networks)
     Subject of the Contract:
     Performer renters the services of the departmental telephone communications to the
Subscriber (local telephone connection, connection in private network) (day and night)
and access capability to networks of line operators, rendering the services of local,
intrazone, long distance and international telephone connection.
     The Performer rendering services of the departmental local telephone connection
provides the Subscriber with assignment of: 1) access to the system of information
reference service of other line operators; 2) capability of free day-and-night call of urgent
field services.
     Price of the Contract:
     Trust cost of telephone communications amounts per month: assignment for
permanent use of subscriber line to Subscriber - 548 (Five hundred forty-eight) Rubles 70
kopecks including VAT 18% - 83 (Eighty-three) Rubles 70 kopecks, other services on
telephone communications are paid according to the actual volume of rented services at
prices according to the Appendix 2 to the Contract.
     Change (expansion, reduction) of number of services under the Contract is made by
the Performer at the initiative of the Subscriber for this purpose the Subscriber sends the
application filled in writing on form of the Appendix 4 to the Contract to the Issuer.
Application is filed not later than 5 (five) calendar days before the beginning (finishing) of
execution of work (service rendering).
     Tariff plan for rendered services of local telephone connection –Time rate.
     System of payment for services in private line – time-based according to the readings
of communication equipment.
     Total cost of services, accounted and paid to the Performer in accordance with the
Contract can’t be equal or exceed 2% (Two percent) of balance sheet asset of the
Performer according to data of its accounting report for the closing date.
     Other conditions which parties consider to be essential:
     Payment procedure:
                                                                                            9
     Payment for maintenance of subscriber device is charged by assignment of access to
the telephone network (assignment of new telephone number):
     а) from the1st till the 15th day of month– for full month
     b) after the 15th day of month – for the second half-month.
     Monthly the Parties file and sign the acceptance report of services on form of the
Appendix 5 to the Contract.
     Monthly before the 5 (fifth) day of accounting period the Performer makes out an
invoice for payment of telephone communications services.
     Payment term for telephone communications services: not later than 20 (twenty)
calendar days from the date of making out an invoice, otherwise the operation of the
Contract is suspended.
     Validity of the Contract:
     The Contract comes into effect from the moment of its signing by the both of Parties
upon condition of its approval by the authorized bodies of the Parties and is valid till 31
December, 2009. The Contract covers the parties relations occurred since 01 April, 2009.
     Settlement of disputes:
     All disputes and disagreements which may occur during the execution of the
Contract’s conditions are resolved by means of negotiations between the Parties.
     For the consideration of disputes the Parties determine the claim nature of resolution
of disputes. The term of consideration of claim is 15 (fifteen) calendar days.
     All disputes occurred from the Contract or due to it including those concerning its
execution, violation, termination or validity which are not resolved by means of the
negotiations are subject to resolution in Arbitration court of Smolensk region.
Results of the voting:
      in voting on this item does not take part:
      - the member of Board of Directors of IDGC of Centre, JSC E.F. Makarov as
according to item 3 of Article 83 of the Federal Law "On joint-stock companies" he is
recognized a dependent director. E.F. Makarov is the General Director and the
Chairperson of Management Board of IDGC of Centre, JSC.
      - the member of Board of Directors of IDGC of Centre, JSC S.N. Ivanov as
according to item 1 of Article of the Federal Law "On joint-stock companies" he is
recognized a person interested in transaction. S.N. Ivanov is the First Deputy
Chairperson of the Management Board of FGC UES, JSC.
Alexander Markovich Branis                        - FOR
Sergey Borisovich Kosarev                         - FOR
Sergey Nikolaevich Popovsky                       - FOR
Tatiana Alexandrovna Seliverstova                 - FOR
Denis Alexandrovich Spirin                        - FOR
Alexandr Grigorievich Starchenko                  - FOR
Sergey Borisovich Syutkin                         - FOR
Maria Gennadievna Tikhonova                      - FOR
Roman Alexeevich Filkin                           - FOR
Total:
     FOR                          - «9»
     AGAINST                      - «0»
     ABSTAINED                    - «0»
The decision is taken.

Item 10: Introduction of alterations into line organization of IDGC of Centre, JSC.
                                                                                        10
Decision:
1. To approve the organization structure of the Company’s executive administration
    according to the Appendix No.9 to this BD’s decision.
2. To consider the organization structure of the Company’s executive administration
    approved by the decision of the Company’s Board of Directors as of 01.08.2008
    (Minutes No. 13/08) invalid.
Results of the voting:
Alexander Markovich Branis                    - FOR
Sergey Nikolaevich Ivanov                     - FOR
Sergey Borisovich Kosarev                     - FOR
Evgeny Fedorovich Makarov                     - FOR
Sergey Nikolaevich Popovsky                   - FOR
Tatiana Alexandrovna Seliverstova             - FOR
Denis Alexandrovich Spirin                    - FOR
Alexandr Grigorievich Starchenko              - FOR
Sergey Borisovich Syutkin                     - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                       - «11»
    AGAINST                   - «0»
    ABSTAINED                 - «0»
The decision is taken.

Item 11: Approval of list of positions of the Company’s executive establishment,
approval of nominees which pertained to the competence of the Company’s Board of
Directors.
Decision:
To approve the list of positions, which approval is pertained to the competence of the
Company’s Board of Directors:
1. First Deputy General Director;
2. Deputy General Director for Economy and Finance;
3. Deputy General Director for Grid Services Development and Realization;
4. Deputy General Director for the Capital Construction;
5. Deputy General Director for Logistic Support;
6. Deputy General Director for the Technical Policy;
7. Deputy General Director for the Corporate Governance;
8. Deputy General Director for Information Technologies and Business Modeling;
9. Deputy General Director for Personnel Management and Organizational Development;
10. Assistant General Director for the Economic Security;
11. Director for the Accounting Policy – Chief Accountants;
12. Deputy General Director – Director of branches.

Results of the voting:
Alexander Markovich Branis                   - FOR
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
                                                                                   11
Tatiana Alexandrovna Seliverstova            - FOR
Denis Alexandrovich Spirin                   - FOR
Alexandr Grigorievich Starchenko             - FOR
Sergey Borisovich Syutkin                    - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.

Item 12: Approval of nominees to the positions of the Company’s executive
establishment defined by the Company’s Board of Directors.
Decision:
1. To approve the candidacy of Rustem Leronovich Nabiullin to the position of Deputy
    General Director for Capital Construction of IDGC of Centre, JSC.
2. To approve the candidacy of Sabir Rafikovich Agamaliev to the position of Deputy
    General Director for Logistic Support of IDGC of Centre, JSC.

Results of the voting:
Alexander Markovich Branis                   - FOR
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
Tatiana Alexandrovna Seliverstova            - FOR
Denis Alexandrovich Spirin                   - FOR
Alexandr Grigorievich Starchenko             - FOR
Sergey Borisovich Syutkin                    - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.

Item 13: Termination of the powers of the members of the Company’s management
Board and election of the members of the Company’s management Board.
Decision:
1. To terminate the powers of the members of the Management Board of IDGC of
    Centre, JSC:
    - Vladislav Lvovich Nazin;
    - Pavel Andreevich Obukhov.
2. To elect to the positions of the members of the Management Board of IDGC of Centre,
JSC:
    - Rustem Leronovich Nabiullin – Deputy General Director for Capital Construction of
      IDGC of Centre, JSC;
                                                                                    12
   - Sabir Rafikovich Agamaliev – Deputy General Director for Logistic Support of
     IDGC of Centre, JSC.

Results of the voting:
Alexander Markovich Branis                   - FOR
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
Tatiana Alexandrovna Seliverstova            - FOR
Denis Alexandrovich Spirin                   - FOR
Alexandr Grigorievich Starchenko             - FOR
Sergey Borisovich Syutkin                    - FOR
Maria Gennadievna Tikhonova                  - FOR
Roman Alexeevich Filkin                       - FOR
Total:
    FOR                    - «11»
    AGAINST                - «0»
    ABSTAINED              - «0»
The decision is taken.

Item 14: Approval of the control parameters of the Company’s cash flow for 3rd
quarter 2009.
Decision:
1. To approve the following control parameters of the Company’s cash flow for 3rd
quarter 2009:
                                                   thousand Rubles

                                          Services on development and operation
       Name of Company
                                              organization of UES of Russia

       IDGC of Centre, JSC                                  130 095,0
                July                                         43 365,0
              August                                         43 365,0
            September                                        43 365,0
2. To charge the Company’s Management Board with:
     2.1. provision of project formation of CF not later than 5 days from the date this
decision was taken and of its approval by the decision of the Management Board.
     2.2. provision of sending of the mentioned document to the members of the
Company’s Management Board not later than 1 day from the date of CF approval.

Results of the voting:
Alexander Markovich Branis                   - AGAINST
Sergey Nikolaevich Ivanov                    - FOR
Sergey Borisovich Kosarev                    - FOR
Evgeny Fedorovich Makarov                    - FOR
Sergey Nikolaevich Popovsky                  - FOR
Tatiana Alexandrovna Seliverstova            - FOR
                                                                                    13
Denis Alexandrovich Spirin                    - AGAINST
Alexandr Grigorievich Starchenko              - ABSTAINED
Sergey Borisovich Syutkin                     - FOR
Maria Gennadievna Tikhonova                   - FOR
Roman Alexeevich Filkin                        - AGAINST
Total:
    FOR                    - «7»
    AGAINST                - «3»
    ABSTAINED              - «1»
The decision is taken.

Item 15: On determining IDGC of Centre, JSC position concerning the agenda of the
Annual General Meeting and meetings of the Board of Directors of Sanatorium-
Preventorium “Energetik”, JSC: “Approval of key performance indicators of the
Company for 2009”.
Decision:
To charge the representatives of IDGC of Centre, JSC on the agenda of the meetings of the
Board of Directors of Sanatorium-Preventorium “Energetik”, JSC: “Approval of key
performance indicators of the Company for 2009” to vote «FOR» taking of the following
decision:
1. To approve the following asymptotic values of key performance indicators of the
Company for 2009:
Annual: ROE, % - 0,31
Quarter:
Name of indicator                  1st quarter 2nd quarter 3rd quarter 4th quarter
Coefficient     of    immediate        2,67        4,77          1,95          1,33
liquidation
Occupancy coefficient, %               58,1        90,5         140,0          95,0

2. To charge the General Director of the Company with provision of acceptance of
annual and quarter values of KPI by the Board of Directors of Sanatorium-Preventorium
“Energetik”, JSC within 15 days from the date this decision was taken.

Results of the voting:
Alexander Markovich Branis                    - FOR
Sergey Nikolaevich Ivanov                     - FOR
Sergey Borisovich Kosarev                     - FOR
Evgeny Fedorovich Makarov                     - FOR
Sergey Nikolaevich Popovsky                   - FOR
Tatiana Alexandrovna Seliverstova             - FOR
Denis Alexandrovich Spirin                    - FOR
Alexandr Grigorievich Starchenko              - FOR
Sergey Borisovich Syutkin                     - FOR
Maria Gennadievna Tikhonova                   - ABSTAINED
Roman Alexeevich Filkin                        - FOR
Total:
    FOR                    - «10»
    AGAINST                - «0»
    ABSTAINED              - «1»
                                                                                      14
The decision is taken.



Chairperson
of the Board of Directors   S.B. Kosarev


Corporate secretary         S.V. Lapinskaya




                                           15

				
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