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Unified Energy System

July 29, 2005

RAO UES Board of Directors holds its regular meeting

Moscow. 29 July 2005. The Board of Directors of RAO "UES of Russia" noted the report on the activities of the Management Board of the Company in Q2 2005 and approved the work plan for the next quarter and the list of issues to be considered at Board meetings in years 2005-2006.

The Board of Directors of RAO "UES of Russia" approved the Securities Issuer Report of the Company for Q2 2005.

* * *

The Board of Directors approved the appointment of new members of Committees under the Board of Directors of RAO "UES of Russia".

Rotation of members of the Committees is due to the election of a new Board of Directors of RAO "UES of Russia" on 29 June 2005 and staff changes in the federal executive authorities.

Thus, the Board of Directors of RAO "UES of Russia" resolved to remove Alena Verkhozina, Head of Department of the Ministry of Internal Affairs of the Russian Federation (representative of the Federal Agency for Federal Property Management (FAUFI)), and Alexey Gan, Director of Energy Complex Strategy Department of OAO "Siberian Coal Energy Company" ("SUEK"), from the Appraisal Committee, and to appoint Sergey Mironosetsky, Deputy Director General of OAO "SUEK"; Alexey Kaminsky, Head of Appraisal Department of the Directorate for Property Registration, Appraisal and Control of its Use at the Federal Agency for Federal Property Management (FAUFI), and Mikhail Buyanov, Head of Electricity Directorate of the Federal Energy Agency ("Rosenergo"), as Committee members.

The Board removed from the Audit Committee the following members: Alexander Kazakov, Chairman of the Committee for Federation Affairs and Regional Policy of the Federation Council of the Russian Federation; Anton Klekovkin, Head of Investment Projects Department of ZAO Interros Holding Company; Ruslan Kozhura, Attorney with Asnis and Partners Firm of Attorneys; Elvira Polovnikova, repv of OOO "ESN Energo"; Sergey Skaterishchikov, Managing Director of Indexatlas Co. The Board approved the appointment of the following members of the Board of Directors of RAO "UES of Russia" as voting members of the Audit Committee: Grigory Berezkin, Director General of OOO "ESN Energo"; Andrey Bugrov, Managing Director of Interros Holding Company; and Vladimir Rashevsky, Director General of OAO "SUEK". The Board of Directors also elected experts of the Committee who will take part in the work of the Committee without the right to vote: Vera Glazkova, Leading Expert of ZAO "ESN"; Alexey Matvienko, Investments Manager of ZAO "Interros Holding Company"; Igor Ishchenko, Financial Director of ZAO "Complex Energy Systems" ("KES"); Irina Gandzyuk, Director General of OOO "Audit-New Technologies"; Maxim Bystrov, Director of the Department for State Regulation of Tariffs and Infrastructural Reforms of the Ministry of Economic Development and Trade of the Russian Federation; Maxim Balashov, Head of Structural Policy Department of the Ministry of Industry and Energy of the Russian Federation; Ruslan Kozhura, Attorney with "Asnis and Partners" Firm of Attorneys; Sergey Kosarev, Head of Department of Property Relations Regulation of RAO "UES of Russia"; and Sergey Skaterishchikov, Managing Director of Indexatlas Co.

The Board of Directors of RAO "UES of Russia" also noted the report on the work of the Strategy and Reform Committee done in 2004-2005, approved the proposed adjustments to the Committee's documents and made the following changes to the membership of the Committee. The Board of Directors removed from the Committee Alexey Gan, Director of the Energy Complex Strategy Department of ZAO "SUEK Holding Company"; and Gleb Nikitin, Head of Directorate for Management of Property of Commercial Sector Organizations at the Federal Agency for Federal Property Management. The Board approved the appointment of Sergey Mironosetsky, Deputy Director General of OAO "SUEK"; and Wolfgang Skribot, Director of Corporate Relations Department of ZAO "Gazprombank". Resolution on the appointment of a representative of the Federal Agency for Federal Property Management will be taken by way of poll. Also, the Board of Directors removed from the Committee the following experts: Sergey Bubnov, Principal Banker of the European Bank for Reconstruction and Development (EBRD); Andrey Gaidamaka, Head of Directorate for Investment Analysis and Investor Relations of OAO "LUKOIL Oil Company"; Vladimir Milov, President of the Energy Policy Institute; and Vyacheslav Novikov, member of the Commission for Natural Monopolies of the Federation Council of the Russian Federation. The Board of Directors approved the participation of the following persons Alexander Branis, Director of Prosperity Capital Management Ltd; Leonid Dushatin, First Deputy Director General of OOO "National Reserve Corporation"; Alexander Nikulov, Director General of ZAO "Promregion Holding"; Dmitry Novoselov, Vice President for Public Relations of Fortum Co.; and Nandita Parshad, Senior Banker of the EBRD, as experts of the Committee without the right to vote.

On the new Remunerations Committee under the Board of Directors of RAO "UES of Russia" Kirill Seleznev, member of the Management Board of OAO "Gazprom", Head of Department of Marketing, Gas and Liquid Hydrocarbons Processing of OAO "Gazprom", Director General of OOO "Mezhregiongaz" was appointed a Committee member instead of Alexander Abramov, President of OOO "EvrazHolding".

Also, the Board of Directors of RAO "UES of Russia" approved the budgets of the Committees for the next term of work (the period between the dates of the Annual General Meetings of the Company).

* * *

The Board of Directors of RAO "UES of Russia" heard a report on the peculiarities of unbundling of the transmission grids of OAO "Kubanenergo" in the course of the Company's reorganization.

The Board made changes to the Restructuring Plan of OAO "Kubanenergo" approved 31 October 2003. These changes provide for the spin-off of OAO "Kuban Transmission Grids" in the course of reorganization of OAO "Kubanenergo". In accordance with the separation balance sheet, the power grid facilities relating to the Unified National Energy Grid (UNEG) will be transferred to this spin-off company, as well as part of the accounts payable by OAO "Kubanenergo" to OAO "UES FGC".

Originally, under the restructuring plan of OAO "Kubanenergo", OAO "Kuban Transmission Grids" was to receive the UNEG-related electricity network facilities and cash to compensate the relevant expenses, but there were no plans to transfer the liabilities of OAO "Kubanenergo" to OAO "Kuban Transmission Grids".

The changes to the restructuring plan of OAO "Kubanenergo" were made after the Board of Directors had taken the resolution to replace the difference between the accounts payable and collectible accounts receivable with loans or surety bonds of OAO "UES FGC" (secured by UNEG-related facilities) and OAO "TGC-8".

The changes to the restructuring plan of OAO "Kubanenergo" were agreed with the principal minority shareholder of the energy company, OAO "YUKOS Oil Company", and the Krasnodar Kray Administration.

* * *

The Board of Directors of RAO "UES of Russia" approved the transitional model for functioning of OAO "TGC-6".*

The model provides for transfer of the functions of the one-man executive body (CEO) of OAO "Vladimir Generation Company", OAO "Ivanovo Generation Company", OAO "Mordovia Generation Company", OAO "Mordovia Heat Network Company", OAO "Nizhny Novgorod Generation Company", and OAO "Penza Generation Company" to OAO "TGC-6" for the period until the merger of the Regional Generation Companies (RGCs) with and into OAO "TGC-6".

A uniform governance structure at the RGCs is viewed as a mechanism that will help accelerate operational integration, which will help create, already today, the target governance structure in order to increase production efficiency, exercise control of the companies' assets, and synchronize the efforts to merge the generation companies with and into the TGC.

The Board of Directors of RAO "UES of Russia" instructed its representatives on the Boards of Directors of said companies to vote FOR the approval of the following agenda of the general meeting of shareholders: "On transfer of the functions of the one-man executive body (CEO) of the Company to OAO "TGC-6", and, if necessary, "On approval of the management contract which constitutes an interested party transaction".

* OAO "TGC-6" was formed pursuant to the decision of the Board of Directors of 25 February 2005. On 27 April 2005, the Company was registered with the Inspectorate of the Federal Tax Service of Russia for Kanavinsky District, the city of Nizhny Novgorod. The Director General of the Company is Vladimir Privalov.

* * *

The Board of Directors of RAO "UES of Russia" made amendments to its resolution of 28 September 2001 "On Refinement of the Credit Policy Principles of RAO "UES of Russia" (incorporating the amendments and additions made by the Board of Directors on 25 March 2005).

In connection with the change in the Management Board of RAO "UES of Russia", the Board of Directors included Sergey Dubinin, member of the Management Board and Financial Director of RAO "UES of Russia", on the list of persons authorized to take decisions under the Credit Policy, and removed Dmitry Zhurba, ex-Financial Director of RAO "UES of Russia", from this list.

* * *

The Board of Directors approved the combination of positions on the management bodies of other organizations* by some members of the Management Board of RAO "UES of Russia".

In particular, the Board of Directors approved the combination:

  • by Yakov Urinson of the position of Deputy Chairman of the Management Board, Head of the Corporate Center of RAO "UES of Russia" with the membership of the Management Board of AO "Meditsina", which is not a SDC of RAO "UES of Russia";
  • by Andrey Rappoport of the position of member of the Management Board of RAO "UES of Russia" with the membership of the Board of Directors of OAO "Yantarenergo";
  • by Vyacheslav Sinyugin of the position of member of the Management Board, Managing Director of RAO "UES of Russia" (Hydrogeneration Business Unit) with the position of Chief Executive Officer of OAO "VoGEK Management Company";
  • by Alexander Chikunov of the position of member of the Management Board, Managing Director of RAO "UES of Russia" (Business Unit 1) with the positions on the Boards of Directors of OAO "Lenenergo", OAO "Mosenergo", OAO "TGC-1", OAO "Ivanovo Energy Retail Company", OAO "Chelyabinsk Generation Company", OAO "TPP-4" ("GRES-4"), OAO "Moscow City Electricity Distribution Company", and OAO "Center and North Caucasus IDC".
  • by Vasily Zubakin of the position of member of the Management Board, Head of Department for Ensuring Reform Processes at the Reform Management Center of RAO "UES of Russia" with the membership on the Boards of Directors of OAO "Nizhny Novgorod Fuel and Energy Company" ("NTEK") and OAO "Northern Energy Management Company" ("SEUK");
  • by Leonid Gozman of the position of member of the Management Board and Authorized Representative for Government Relations and Relations with Social Organizations of RAO "UES of Russia" with the position of member of the Board of Directors of OAO "Taymyrenergo";
  • by Pavel Smirnov of the position of member of the Management Board of RAO "UES of Russia" with membership on the Boards of Directors of OAO "Moscow Heat Distribution Company", OAO "Mosenergosbyt", OAO "Mosenergo", and OAO "Management Energy Company".
  • by Yury Udaltsov of the position of member of the Management Board, Head of Reform Management Center of RAO "UES of Russia" with membership on the Boards of Directors of OAO "Moscow Heat Distribution Company", OAO "Mosenergosbyt", OAO "Mosenergo", and OAO "Management Energy Company".

* Under Article 69 (3) of the Federal Law "On Joint-Stock Companies", the combining by members of the collegial executive organ of the company (management board, directorate) of offices in the management organs of other organizations shall be permitted only with the consent of the Board of Directors of the company.

* * *

The Board of Directors of RAO "UES of Russia" instructed its representatives at general meetings of shareholders and meetings of the Boards of Directors of OAO "Scientific Research Institute of Electricity Industry" (OAO "VNIIE"), OAO "Scientific Research Center for Testing High-voltage Equipment" (OAO "NIC VVA"), OAO "Scientific Research Institute for Electricity Transmission by High-voltage Direct Current" (OAO "NIIPT"), OAO "Siberian Scientific Research Institute of Electricity Industry" (OAO "SibNIIE") and Open Joint Stock Company for Design of Network and Energy Facilities OAO "ROSEP" to vote FOR taking all necessary steps to reorganize said companies through merger with and into OAO "NTC of Electricity Industry".

The representatives of RAO "UES of Russia" were instructed to vote FOR including on the agenda of the joint general meeting of shareholders of OAO "VNIIE", OAO "NIC VVA", OAO "NIIPT", OAO "SibNIIE", OAO "ROSEP" of items on the election of the Director General and members of the Board of Directors of OAO "NTC of Electricity Industry".

The plan for the establishment of a Scientific Technical Center specialized in electricity grids through merger of OAO "VNIIE", OAO "NIC VVA", OAO "NIIPT", OAO "SibNIIE", and OAO "ROSEP" was approved by the Board of Directors on 3 September 2004. As the above AO-research institutes are primarily engaged in the electricity grids development, OAO "NTC of Electricity Industry" to be established on their basis will be integrated with OAO "UES FGC". This will help optimize the management of such companies and more effectively use their intellectual and technological potential to deliver research support for the UNEG functioning and development.

The Board of Directors also instructed the representatives of RAO "UES of Russia" to vote FOR the implementation of the corporate procedures needed to reorganize OAO "UES Engineering Center" through spin-off of OAO "Electrification Exhibition Pavilion", and transfer of the property of the exhibition pavilion at the All-Russian Exhibition Center. All shares in OAO "Electrification Exhibition Pavilion" will be allocated to RAO "UES of Russia", which is the only shareholder in OAO "UES Engineering Center".

The Board of Directors of RAO "UES of Russia" instructed the Company's representatives to vote FOR inclusion on the agenda of the general meeting of OAO "Electrification Exhibition Center" of proposals to approve the Charter, elect members of the Board of Directors and the Auditing Commission of the Company.

* * *

The Board of Directors of RAO "UES of Russia", performing the functions of general meetings of shareholders of the six thermal wholesale generation companies (WGCs), elected the Auditing Commissions and approved the internal regulations governing the activities of the companies' management and control bodies. The Board approved the appointment of ZAO "PricewaterhouseCoopers Audit" as Independent Auditors for all six thermal WGCs.

The Board of Directors also approved early termination of the powers of the members of the Board of Directors of OAO "WGC-5" and elected new Board members. This decision was taken in connection with the resignation of Mikhail Abyzov as member of the Board of Directors of OAO "WGC-5" and member of the Management Board and Managing Director of RAO "UES of Russia", and his deputy, Alexander Negomedzianov.

The new Board of Directors of the Company consists of the following members: Eldar Orudzhev, Project Manager of the Center for Implementation of Restructuring Plans of RAO "UES of Russia"; Maria Pichugina, Deputy Head of the Center for Implementation of Restructuring Plans of the Reform Management Center of RAO "UES of Russia"; Dmitry Akhanov, Head of Strategy Department of the Reform Management Center of RAO "UES of Russia"; Igor Kozhukhovsky, Head of Economic Policy Department of the Corporate Center of RAO "UES of Russia"; Anatoly Bushin, Director General of OAO "WGC-5"; Evgeny Bykhanov, Deputy Director General of the Institute of Professional Directors Foundation; Valery Nepsha, Deputy Director General of the Institute of Professional Directors Foundation; Vladimir Flegontov, Advisor of the Institute of Professional Directors Foundation; Mikhail Andronov, Director for Economy and Finance of OOO "ESN Energo"; Alexander Branis, Director of the Moscow Representative Office of Prosperity Capital Management Ltd., Mikhail Slobodin, Director General of ZAO "Complex Energy Systems" ("KES").

* * *

The Board of Directors of RAO "UES of Russia" approved the proposed additions to the model for establishment of OAO "Territorial Generation Company No. 13" (OAO "TGC-13").*

The previously adopted resolution of the Board of Directors of RAO "UES of Russia" (26 November 2004) on the formation of OAO "TGC-13" provided for the establishment of OAO "TGC-13" as a wholly-owned subsidiary of RAO "UES of Russia" which would work as an operational company using lease arrangements. Later on, the shareholders of OAO "Krasnoyarskenergo" (or, after its organization, shareholders of OAO "Krasnoyarskaya Generatsiya") were to become shareholders in OAO "TGC-13". The Board of Directors also approved the lease to OAO "TGC-13" of the generation and heating network assets of OAO "Krasnoyarskaya Generatsiya" and OAO "Khakassian Generation Company" (a wholly owned subsidiary of RAO "UES of Russia" established as a result of restructuring of OAO "Khakasenergo").

The additions to the model for establishment of OAO "TGC-13" provide for the merger of OAO "Khakassian Generation Company" with and into OAO "Krasnoyarskaya Generatsiya". Until the merger is completed, it is planned to transfer the powers of the one-man executive body (CEO) of OAO "Khakassian Generation Company" and OAO "Krasnoyarskaya Generatsiya" to OAO "TGC-13".

In the event that the minority shareholders do not support the resolution on the merger of OAO "Khakassian Generation Company" with and into OAO "Krasnoyarskaya Generatsiya", shares of the Khakassian and Krasnoyarsk generation companies will be contributed as payment for the additional shares in OAO "TGC-13". As provided by the Company's Charter, the Board of Directors of RAO "UES of Russia" will take additional decisions on the terms and conditions of the additional share issue of OAO "TGC-13".

OAO "TGC-13" was registered on 28 June 2005 with the Inspectorate of the Federal Tax Service of Russia for Zheleznodorozhny District, city of Krasnoyarsk. The Director General of the Company is Oleg Salkov.

* * *

The Board of Directors of RAO "UES of Russia" took a number of resolutions ensuring receipt of interim dividends paid by the WGCs, TGCs, RGCs and AO-power plants to the Company's budget.

The Board instructed the representatives of RAO "UES of Russia" on the Boards of Directors and at the general meetings of shareholders of AO-power plants that are part of the configurations of OAO "WGC-1", OAO "WGC-2", OAO "WGC-3", OAO "WGC-4", and OAO "WGC-6" to vote FOR the approval of payment of interim dividends for the first six or nine months of 2005.

After approval of such resolution at the general meetings of shareholders of AO-power plants included in the WGCs concerned, the resolution on payment of the interim dividends (for the first nine months of 2005) will have to be submitted for approval of the Boards of Directors and general meetings of shareholders of the WGCs.

With respect to the TGCs and RGCs to be included in the TGCs, the Board of Directors instructed the representatives of RAO "UES of Russia" on the RGCs' management bodies to propose the payment of interim dividends for the first six or nine months of 2005 and to vote for approval of such resolutions.

* * *

The Board of Directors noted the progress report on the implementation of the Agreement between RAO "UES of Russia", OAO "Mosenergo", the Moscow City Government and the Regional Energy Commission of the city of Moscow "On Interaction in the Course of Reform of the Electricity Energy Complex of the City of Moscow".*

The Board of Directors approved the provisions of the Memorandum between RAO "UES of Russia" and the Moscow City Government on the implementation of the goals and tasks established by said Agreement.

The Memorandum was signed on 1 July 2005 by Anatoly Chubais, Chairman of the Management Board of RAO "UES of Russia", and Yury Luzhkov, Moscow Mayor, for the purpose of ensuring reliable functioning of Moscow's energy facilities during the transitional period of the energy sector reform and the strategic development of the electricity and heating sectors in the city.

Under this document, RAO "UES of Russia" and the Moscow City Government will carry out joint coordination and management of the reform process in the heating and electricity sectors in the city of Moscow, including the agreed policy in respect of the electricity grid companies and heating network companies spun off from OAO "Mosenergo".

In order to ensure reliable and efficient operation of the electricity and heating facilities in Moscow, the parties decided to establish, on a parity basis, a joint management company, OAO "Moscow Management Energy Grid Company" (OAO "MUEK").

The Board of Directors approved participation of RAO "UES of Russia" in OAO "MUEK". The charter capital of the Management Company will be RUB150,000 and will be divided into ordinary shares of RUB1 par value.

It is planned that the functions of the one-man executive body (CEO) of OAO "Moscow United Energy Company" (wholly owned by the municipal authorities), OAO "Moscow City Electricity Distribution Company", and OAO "Moscow Heat Distribution Company" (the stake held by RAO "UES of Russia" in both companies is 50.86%) will be transferred to OAO "MUEK".

Alexander Kazakov, Chairman of the Committee for Federation Affairs and Regional Policy of the Federation Council will be appointed Director General of the Management Company, and its Board of Directors will be headed by Deputy May of Moscow Peter Aksenov.

The Board of Directors of RAO "UES of Russia" instructed the Company's representatives on the Boards of Directors of OAO "Moscow Heat Distribution Company" and OAO "Moscow City Electricity Distribution Company" to vote FOR inclusion on the agenda of the companies' general meetings of shareholders of items of business on the transfer of the powers of the one-man executive body (CEO) [of the companies] to OAO "Moscow Management Energy Grid Company".

* The Agreement "On Interaction in the Course of Reform of the Electricity Energy Complex of the city of Moscow" between RAO "UES of Russia", OAO "Mosenergo", the Moscow City Government and the Regional Energy Commission of the city of Moscow was approved by the Board of Directors of RAO "UES of Russia" on 31 October 2003.

 

The restructuring plan of OAO "Mosenergo" is being implemented in accordance with the basic scenario approved by the Board of Directors of RAO "UES of Russia" on 30 January 2004 and corresponds to the terms and conditions of the Agreement. The restructuring plan involves the unbundling of the natural monopoly and competitive businesses at OAO "Mosenergo" by establishing independent energy companies by various functions: generation, electricity grids, heating network, retail, repairs and services. On 1 April 2005, state registration was completed by thirteen new companies spun off from OAO "Mosenergo".

 

 

 

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