INTERREGIONAL DISTRIBUTION GRID COMPANY OF THE NORTH-WEST Notice of Essential Fact
"Details of Certain Decisions Taken by the Board of Directors of the Issuer"
(Insider Information Disclosure)
1. General Data | |||
1.1. Issuer's full business name | Public Joint-Stock Company 'Interregional Distribution Grid Company of the North-West' | ||
1.2. Issuer's abbreviated business name | IDGC of the North-West, PJSC | ||
1.3. Issuer's location | Russia, Leningrad Region, Gatchina Address of the Company: 31 Sobornaya Str., Gatchina, Leningrad Region,188300, Russia | ||
1.4. Issuer's PSRN | 1047855175785 | ||
1.5. Issuer's TIN | 7802312751 | ||
1.6. Issuer's unique code assigned by the registration authority | 03347-D | ||
1.7. Address of the Internet page used by the Issuer for information disclosure | www.mrsksevzap.ru, www.disclosure.ru/issuer/7802312751/ | ||
2. Contents of notice | |||
2.1. Quorum of the session of the Board of Directors of the Issuer and the results of decision-making voting: Quorum of the session of the Board of Directors: 11 out of the 11 members of the Board of Directors participating in the session, the required quorum was present. Results of voting on the issues: Issue No. 1.1: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 1.2: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 1.3: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 1.4: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 1.5: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 2: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 3: FOR - 9, AGAINST - 1, ABSTAINED - 1. Issue No. 4: FOR - 10, AGAINST - 1, ABSTAINED - 0. Issue No. 5: FOR - 10, AGAINST - 0, ABSTAINED - 1. Issue No. 6: FOR - 11, AGAINST - 0, ABSTAINED - 0; Issue No. 7: FOR - 8, AGAINST - 1, ABSTAINED - 2. Issue No. 8: FOR - 11, AGAINST - 0, ABSTAINED - 0; Issue No. 9: FOR - 4, AGAINST - 2, ABSTAINED - 3. Failed to participate in voting - 2 (Cl. 3 Art. 83 of the Federal Law On Joint-Stock Companies). Issue No. 10: FOR - 7, AGAINST - 1, ABSTAINED - 1. Failed to participate in voting - 2 (Cl. 3 Art. 83 of the Federal Law On Joint-Stock Companies). Issue No. 11: FOR - 7, AGAINST - 2, ABSTAINED - 0. Failed to participate in voting - 2 (Cl. 3 Art. 83 of the Federal Law On Joint-Stock Companies). 2.2. Contents of decisions made by the Board of Directors of the Issuer: ISSUE No. 1: On approval of budgets of the Committees under the Board of Directors of the Company Decision: 1. Approve the budget of the Audit Committee under the Board of Directors of IDGC of the North-West, PJSC for H2 2016 and H1 2017 in accordance with Appendix No.1 to this decision of the Board of Directors of the Company. 2. Approve the budget of the Personnel and Award Committee under the Board of Directors of IDGC of the North-West, PJSC for H2 2016 and H1 2017 in accordance with Appendix No.2 to this 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 IDGC of the North-West, PJSC for H2 2016 and H1 2017 in accordance with Appendix No. 3 to this decision of the Board of Directors of the Company. 4. Approve the budget of the Reliability Committee under the Board of Directors of IDGC of the North-West, PJSC for H2 2016 and H1 2017 in accordance with Appendix No.4 to this decision of the Board of Directors of the Company. 5. Approve the budget of the Committee for Technological Connection to Electric Power Gridsunder the Board of Directors of IDGC of the North-West, PJSC in accordance with Appendix No.5 to this decision of the Board of Directors of the Company. Decision taken. ISSUE No. 2: On introduction of amendments and additions to the Regulations on the Audit Committee under the Board of Directors of the Company. Decision: Approve the restated Regulations on the Audit Committee under the Board of Directors of IDGC of the North-West, PJSC in accordance with Appendix No.6 to this decision of the Board of Directors of IDGC of the North-West, PJSC. Decision taken. ISSUE No. 3: On approval of the Procedure for organization of sales of non-core assets of IDGC of the North-West, PJSC. Decision:
1. Approve the Procedure for organization of sales of non-core assets 2. Deem void the Procedure for organization of sales of non-core assets of IDGC of the North-West, JSC approved by decision of the Board of Directors of the Company dated 17.12.2008 (Minutes No. 38/6) as from the date of this decision.
3. Deem void Clause 2 of the decision taken by the Board of Directors of the Company 4. Specify that transactions related to alienation of fixed assets classified by the legislation as real property, facilities under construction intended for neither production nor transmission nor dispatching nor distribution of electrical or thermal energy, shall be effected in accordance with the Procedure for Organization of Sales of Non-Core Assets of IDGC of the North-West, PJSC as amended by Appendix No.7 to this decision of the Board of Directors of the Company. Decision taken. ISSUE No. 4: On development of local regulations establishing standards for procurement of certain types of products, works, services. Decision: General Director of the Company shall ensure: 1. Determination of the list of goods, works and services procured to cover the internal business needs and subject to rationing.
2. Adoption (updating) of the internal Company document regulating procurement of certain commodities, works and services, specifying maximum prices of the indicated commodities, works and services and (or) requirements to the quantity, consumer properties and other characteristics and ensuring that the need in the commodities, works and services, consumer properties of which are not abundant, is addressed. Deadline: 10 business days after decision taking by the Board of Directors of the Company. 3. Posting of the approved procurement standards on the official website of the Company in the Internet information and telecommunications network. 4. As from the approval of the internal document the mandatory application of procurement standards to the business planning process. 5. Annual monitoring of the results of the Company's procurement activities starting from 2017 (for the results of 2016 reporting financial year), including compliance with the approved standards when procuring the commodities, works and services for the Company needs, and consistency of the intended purpose of commodities, works and services procured by the Company with the statutory activities.
6. Updating of standards for commodities, works and services approved in the Company Decision taken. ISSUE No.5: Report on execution of schedule plans of design and construction and taking remedial measures in the integrated power system of the North-West of Russia as approved by Executive Order No. 1623-r of the Government of the Russian Federation dated 25.08.2014 (Confidential). Decision: Confidential information. Decision taken. ISSUE No. 6: Report on implementation of the decision taken by the Board of Directors of the Company dated 07.09.2016 (Minutes No. 218/9) on the Agenda Issue No. 2: "Report of General Director on execution of the Business Plan of the Company including the Investment Program and information on the key operational risks of the Company for Q2 2016 and 6 months of 2016" to the extent of execution of Clause 3.5 of the decision of the Board of Directors of the Company. Decision: Postpone this issue consideration. Decision taken. ISSUE No. 7: On introduction of amendments to the decision of the Board of Directors of IDGC of the North-West, PJSC dated 27.05.2016 (Minutes No 207/22) on the Agenda Issue No. 1: "On approval of the IDGC of North-West, PJSC Schedule Plan of measures for reduction of the overdue receivables for electric energy transmission services and settlement of disputes existing as of 01.04.2016." Decision:
Amend clause 3.1 of the decision of the Board of Directors of IDGC of the North-West, PJSC "Instruct the Sole Executive Body of the Company to ensure: 3.1. Redemption of RUR 6,940 mln of overdue receivables out of the amount accumulated as of 01.01.2016 including RUR 2,234 mln in Q1 2016, RUR 2,150 mln in Q2 2016, RUR 1,796 mln in Q3 2016, RUR 761 mln in Q4 2016". Decision taken.
ISSUE No. 8: On Approval of the Agreement on Termination of Contract Decision: 1. Postpone this issue consideration. 2. Take notice of late submittal of the issue for consideration to the Board of Directors of the Company. 3. The General Director shall provide its explanations regarding late submittal of the issue for consideration to the Board of Directors in the next report on implementation of the decisions taken by the Board of Directors of the Company.Decision taken. ISSUE No. 9: On endorsement of the contract for supply, installation and commissioning of GLONASS/GPS monitoring systems on the road vehicles and special machinery of IDGC of the North-West, PJSC between IDGC of the North-West, PJSC and Directorate for Fiber Optic Communication Lines on Overhead Transmission Lines, JSC representing an interested party transaction. Decision untaken.
ISSUE No. 10: On endorsement of the Movable Property Sale-And-Purchase Agreement between IDGC of the North-West, PJSC and SO of UES, JSC, Decision:
1. Determine that the value of the Movable Property Sale-And-Purchase Agreement between IDGC of the North-West, PJSC and SO of UES, JSC (hereinafter the Agreement) shall comprise Agreement value is not exceeding 2 (Two) percent of the balance cost of the assets of IDGC of the North-West, PJSC based on its accounting statements as of the most recent reporting date. 2. Endorse the Agreement representing an interested party transaction on conditions as follows: Parties to the Agreement: SO of UES, JSC - the Seller; IDGC of the North-West, PJSC - the Buyer. Subject Matter: The Seller shall transfer to the Buyer's ownership the movable property as outlined in Specification (Annex 1 to the Agreement) (hereinafter the Property), and the Buyer shall accept and pay for the mentioned Property pursuant to the provisions of the Agreement. Place of Agreement implementation (transfer of Property): 2 Kirova Str., Murmashi Urban-type Settlement, Kolsky District, Murmansk Region, 184355 The property is owned by SO of UES, JSC. The Seller guarantees that the Property at the time of the Agreement execution is not encumbered by the rights of the third parties, pledged or in dispute. The property is not new, has been previously used in the Seller's production activities and is suitable for further use as intended. The condition of the Property shall be described in the Fixed Asset Transfer and Acceptance Certificate (on unified OS-1 form), signed by the Parties. No warranty period shall be established for the Property. The Property shall be transferred to the Buyer without tare (package). Agreement Value: Agreement value comprises RUR 273,431.67 (Two hundred seventy three thousand four hundred thirty one ruble 67 kopecks), including VAT (18%) equal to RUR 41,709.92 (Forty one thousand seven hundred and nine rubles 92 kopecks). Property transfer timing: The Seller shall transfer the Property to the Buyer within 1 (One) calendar day after Agreement signing. Validity term of the Agreement:
The Agreement shall come into effect upon its signing by the Parties and remain valid Decision taken.
ISSUE No. 11: On endorsement of the Work and Labour Agreement between IDGC of the North-West, PJSC and Energoservice of the North-West, JSC representing an interested party transaction. Decision: 1. Establish that the price (cost of works) under the Work and Labour Agreement for Manual Clearance of the Routes of Overhead Lines for the needs of the branch of IDGC of the North-West PJSC Pskovenergo between IDGC of the North-West, PJSC and Energoservice of the North-West, JSC (hereinafter the Agreement) shall be determined based on the actual volume of works delivered and the below rates: - for 1 Ga of manually cleared routes of 110-35-10kV overhead lines - RUR 17,912.40 (Seventeen thousand nine hundred twelve rubles 40 kopecks), including 18% VAT equal toRUR 2,732.40 (Two thousand seven hundred thirty two rubles 40 kopecks). Actual volumes of performed clearance and final cost of works shall be fixed in the Work Completion Certificates.
The tentative cost of works under the Agreement shall comprise 2. Endorse the Agreement representing an interested party transaction on essential conditions as follows: Parties to the Agreement: IDGC of the North-West, PJSC - the Customer; Energoservice of the North-West, JSC - the Contractor. Subject Matter: The Contractor shall perform by the Customer's assignment the manual clearance of the routes of overhead lines for the needs of the branch of IDGC of the North-West PJSC Pskovenergo totaling 101.37 Ga in area based on the Terms of Reference defining the working arrangements and being an integral part of the Agreement, deliver the work result to the Customer, and the Customer shall accept the work result and pay for it.
In the course of Agreement execution and implementation the Customer may unilaterally change the volume of works to be performed by 10% upwards or by 50% downwards. Agreement Value: The price (the cost) of clearance works shall be determined based on the actual volume of works delivered and the below rates: - for 1 Ga of manually cleared 110-35-10kV overhead lines - RUR 17,912.40 (Seventeen thousand nine hundred and twelve rubles 40 kopecks), including VAT 18% equal toRUR 2,732.40 (Two thousand seven hundred thirty two rubles 40 kopecks). Actual volumes of performed clearance and final cost of works shall be fixed in the Work Completion Certificates.
The tentative cost of works under the Agreement shall comprise The work schedule under the Agreement: Commencement of works - September 14, 2016;Completion of works - September 30, 2016. Validity term of the Agreement: The Agreement shall be deemed executed on the date when the Customer who has submitted an offer (inter alia by e-mail or fax) receives (by e-mail or fax) a scanned/hard copy of the Agreement signed by the Contractor without disagreements and without a date on the first page, and shall be effective until the Parties perform their obligations in full. The Agreement shall govern relations arising between the Parties after September 14, 2016. Decision taken. 2.3. Date of the session of the Board of Directors of the Issuer whereat the relevant decisions were made: 28.10.2016w 2.4. Date and number of the Minutes of the Session of the Board of Directors of the Issuer whereat the relevant decisions were made: Minutes No. 222/13 dated 31.10.2016. | |||
3. Signature | |||
3.1. General Director of IDGC of the North-West, PJSC | A.V. Letyagin | ||
3.2. Date «31» October 2016 | (signature) L.S. | ||
IDGC of the North-West JSC published this content on 01 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 November 2016 14:32:04 UTC.
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