RCS - PJSC Inter RAO UES - Results of the Board of Directors Meeting

St Joe CoAnnouncement

01/04/2021 08:05

RNS Number : 1933U
  
PJSC Inter RAO UES
  
01 April 2021
  
 

Results of the Board of Directors meeting of Inter RAO
 
Moscow, April 01, 2021 - Public Joint Stock Company "Inter RAO UES" ("Inter RAO", "Company", ticker on MOEX: IRAO), the largest diversified utilities holding in Russia, announces the results of the Board of Directors meeting of Inter RAO ("Board of Directors") held on March 31, 2021 by absentee voting.
 
The Board of Directors considered and adopted the following resolutions:
 
            - Approval of the Report on the functioning of the risk management and internal control system of Inter RAO Group for the year 2020 (including information on the functioning of the antitrust compliance system as a subsystem of the risk management and internal control system of Inter RAO Group).
 
It is resolved to:
1.1. Approve the Report on the functioning of the risk management and internal control system of Inter RAO Group for the year 2020 (including information on the functioning of the antitrust compliance system as a subsystem of the risk management and internal control system of Inter RAO Group).
1.2. Take into account that the risk appetite violations for the Inter RAO Group in 2020 not detected.
 
- Approval of the Report of status of the Company's risk management work for 2020.
 
It is resolved to:
2.1. Take note of the Report of status of the company's risk management work.
 
- Approval of the Group's Critical Risk Management Plan for 2021.
 
It is resolved to:
            3.1. Approve the Group's Critical Risk Management Plan for 2021. 
 
            - Consideration of the Report of Inter RAO on implementation, discipline of execution and operational efficiency of procedures on the organization of systems of risk management and internal control in the field of counteraction and the prevention of corruption (the Report on the functioning of the anti-fraud and anti-corruption system) for the year 2020.
 
            It is resolved to:
            4.1. Approve the Report of Inter RAO on implementation, discipline of execution and operational efficiency of procedures on the organization of systems of risk management and internal control in the field of counteraction and the prevention of corruption (the Report on the functioning of the anti-fraud and anti-corruption system) for the year 2020.
 
            - Consideration of the Report on corporate governance practice (the Report of the head of the division performing functions of the Corporate Secretary), including consideration the Report on the Information Policy, the Report on compliance with the principles and recommendations of the Corporate Governance Code, and the Report on the implementation of decisions of the Board of Directors.
 
It is resolved to:
5.1. Approve the Report on corporate governance practice for the year 2020 of the Deputy CEO, Head of the Corporate and Property Relations Unit, Corporate Secretary, including consideration the Report on the Information Policy, the Report on compliance with the principles and recommendations of the Corporate Governance Code, and the Report on the implementation of decisions of the Board of Directors.
 
            - Consideration of the internal audit unit Reports on evaluating the effectiveness of the risk management and internal control system of Inter RAO Group and on evaluating the corporate governance practices of Inter RAO for 2020.
 
It is resolved to:
            6.1. Take into account the Report on evaluating the effectiveness of the risk management and internal control system of Inter RAO Group for 2020 (including the results of evaluating the effectiveness of the risk management and internal control process in the field of preventing and combating corruption, evaluating the effectiveness of the antimonopoly compliance system, evaluating the process of identifying and selling non-core assets).
            6.2. Take into account the Report on evaluating the corporate governance practices of Inter RAO for 2020.
            6.3. Approve the conclusion of the internal audit unit based on the results of the assessment of the reliability and effectiveness of the risk management and internal control system, corporate governance of Inter RAO for the year 2020.
 
            - Approval of the Report on the activities of the Internal audit unit for the year 2020.
 
It is resolved to:
            7.1. Approve the Report on the activities of the Internal audit unit for the year 2020.
 
            - Awarding of the Head and employees of the Internal audit unit of Inter RAO for the year 2020.
 
It is resolved to:
            8.1. Approve the Report on the performance indicators of bonuses (key performance indicators (KPI) and benchmarks (KP)) of the Head and employees of the Internal audit unit of Inter RAO for the year 2020.
8.2. Reward the Head and employees of the Internal audit unit of the Company in accordance with the results of the performance of the bonus indicators (KPI and KP) for the year 2020.
 
            - Approval of the Report on implementation of the consolidated cost management program for key companies of Inter RAO Group for the year 2020.
 
It is resolved to:
9.1. Approve the Report on implementation of the consolidated cost management program for key companies of Inter RAO Group for the year 2020.
 
            - Evaluation of the Board of Directors of Inter RAO.
 
It is resolved to:
10.1. Approve the self-assessment procedure of the activities of the Board of Directors of Inter RAO.
10.2. Engage for a self-assessment procedure Joint Stock Company "Independent Registrar Company R.O.S.T." / JSC "IRC - R.O.S.T.".
10.3. Members of the Board of Directors of the Company should submit completed questionnaires no later than April 15, 2021.
10.4. Review the results of the Board of Directors self-assessment containing recommendations for improving the activities of the Board of Directors and its committees, no later than June 30, 2021.
 
            - Approval of the transaction related to gratuitous transfer of the Company's property or property rights of demand to the Company itself.
 
It is resolved to:
            11.1. Approve the supplementary agreement No. 1 to the agreement on the provision of capacity for qualified generating facilities operating on the basis of the use of renewable energy sources No. DPMV-E-15042813-INTRAOES-GVIE0748-17 from July 12, 2017 as a transaction related to the release from the property obligation to itself, on the following essential conditions:
            11.1.1. Parties to the Supplementary Agreement: Inter RAO - Buyer, Enel Rus Wind Azov LLC - Seller.
            11.1.2. Subject of the Supplementary Agreement:
            Recognize the fact of the occurrence and operation of force majeure circumstances and their consequences, which results in the non-application of liability in the form of fines provided for in the agreement for non-fulfillment (improper fulfillment) by the seller of its obligations to supply of capacity for December 2020 and January, February, March 2021.
            11.1.3. Price under the supplementary agreement (the amount of the fine): no more than three million rubles.
 
            - Approval of transaction, which entail or might entail the Company's obligations in the amount equal to or exceeding five (5) per cent of the balance-sheet value of the Company's assets according to its financial statements as of the last reporting date.
 
It is resolved to:
12.1. Approve the transaction (s) that do not have any signs of interest or other conflict of interest concluded between Inter RAO (Buyer, Client) and Counterparties - professional participants of the securities market who meet the requirements of the regulatory documents of the Inter RAO Group and meet the established criteria (Seller, Sellers) as a transaction (transactions) that entails (entail) or may (may) entail the Company's liabilities in the amount equal to or exceeding 5 (five) percent of the book value of the Company's assets according to its accounting statements as of the last reporting date.
 
The foregoing information is disclosed in compliance with the Securities Act of the Russian Federation.
For further information, please contact Inter RAO:
Larisa Sadovnikova                             Head of Investor Relations         +7 495 664-88-40 (ext. 2068)
sadovnikova_lv@interrao.ru
Nikolay Gorelov                                  Press Secretary                          +7 495 664-88-40 (ext. 2010)
gorelov_nv@interrao.ru
Svetlana Sidelnikova                           Head of Corporate Relations and Antitrust Compliance
+7 495 664-88-40 (ext.2081)                                                                chuchaeva_sy@interrao.ru
 
Inter RAO is a diversified utilities holding headquartered in Moscow and managing assets in different countries. The company produces and sells electric energy and heat, trades energy on the international market, and engineers, designs and builds generating assets. Inter RAO Group owns and operates approximately 31.1 GW of installed power generating capacity. 
For further information see www.interrao.ru

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