Committees

Audit Committee

The Audit Committee of the Board of Directors was established in December 2004 by the Board of Directors and performs its functions in accordance with the regulations approved by the Board of Directors. It is currently comprised of the following four members:

  • Yuri Kudimov (Chairman) – independent director;
  • Alexander Pertsovsky – independent director;
  • Vadim Semenov - non-executive director; and
  • Ivan Rodionov – independent director.

The goals and objectives of the Audit Committee of the Board of Directors, as set forth in its regulations, are to assist the Board of Directors in carrying out its oversight responsibilities in the areas of:

  • he quality and integrity of our financial statements;
  • the qualifications and independence of our independent auditor;
  • the performance of functions and responsibilities of our independent auditor;
  • monitor the activities of our internal auditor; and
  • our compliance with legal and regulatory requirements.

Nominations and Remuneration Committee

The Nominations and Remuneration Committee of the Board of Directors was established in September 2003 by the Board of Directors and performs its functions in accordance with regulations approved by the Board of Directors. It is currently comprised of the following four members:

  • Alexander Pertsovsky (Chairman) – independent director;
  • Vladimir Bondarik - non-executive director;
  • Anton Zlatopolsky – independent director; and
  • Anatoly Milyukov – independent director.

The goals and objectives of the Nominations and Remuneration Committee, as set forth in its regulations, are to assist the Board of Directors in carrying out its oversight responsibilities in the areas of:

  • development of our policy in respect of appointment of members of the Management Board;
  • preparation of recommendations on appointment of the General Director;
  • determination of qualifications for candidates for the Board of Directors;
  • development of our policy defining principles and criteria to determine compensation of members of the Board of Directors, the Internal Audit Commission, the President and members of the Management Board, as well as criteria for the appraisal of their activity;
  • preparation of recommendations on our personnel policy, including the employee incentive system; and
  • appraisal of activities of our management.

Strategy Committee

The Strategy Committee of the Board of Directors was established in September 2003 by the Board of Directors and performs its functions in accordance with regulations approved by the Board of Directors. It is currently comprised of the following seven members:

  • Vadim Semenov (Chairman) – nonexecutive director;
  • Yuri Kudimov – independent director;
  • Sergey Kuznetsov – independent director;
  • Anatoly Milyukov – independent director;
  • Alexander Provotorov – President of Rostelecom;
  • Ivan Rodionov – independent director; and
  • Anatoly Tikhonov – independent director.

The goals and objectives of the Strategy Committee, as set forth in its regulations, are to assist the Board of Directors in carrying out its oversight responsibilities in the areas of:

  • preliminary consideration of and preparation of recommendations for our strategic development plan;
  • oversight of implementation of the strategic development plan;
  • preliminary consideration and preparation of recommendations and policy in respect to participation in other organizations;
  • preparation of recommendations for our dividend policy;
  • preliminary consideration and preparation of recommendations in respect to alteration of our charter capital;
  • preliminary consideration and preparation of recommendations for approval of major transactions and interested-party transactions;
  • preliminary consideration and preparation of recommendations in respect to reorganization and liquidation;
  • preparation of recommendations for the implementation of our investment planning and monitoring procedure;
  • preparation of recommendations for adjusting our current strategy; and
  • preparation of recommendations for improving our procedures for interaction with our affiliated and subsidiary companies.

Corporate Governance Committee

The Corporate Governance Committee of the Board of Directors was established in March 2008 by the Board of Directors and performs its functions in accordance with regulations approved by the Board of Directors. It is currently comprised of the following four members:

  • Sergey Kuznetsov (Chairman) – independent director;
  • Vladimir Bondarik – non-executive director;
  • Anton Zlatopolsky – independent director;
  • Alexander Provotorov – President of Rostelecom OJSC.

The goals and objectives of the Corporate Governance Committee, as set forth in its regulations, are to assist the Board of Directors in carrying out its oversight responsibilities in the areas of:

  • issues related to our Corporate Secretary;
  • convocation, preparation and holding of annual and extraordinary general meetings of shareholders with due consideration for the best corporate governance practices;
  • approval of and amendments to our internal document(s), setting forth internal rules for disclosure, as well as establishing procedures for using non-public information about our operations, our securities and transactions relating to such securities;
  • submission for voting by the general meetings of shareholders of the proposals on approval of or making amendments to our charter and other internal documents governing operations of our management bodies;
  • approval of and amendments to our Corporate Governance Code, annual evaluation of and recommendations to the Board of Directors concerning inclusion in the annual report information about our compliance with the Corporate Governance Code recommended by the FSFM, as well as ensuring compliance with our Corporate Governance Code;
  • resolution of various corporate conflict;
  • oversight of compliance with ethical norms reflecting our social responsibility;
  • review of our compliance with the requirements of applicable laws; and
  • preparation of recommendations for appointment of our registrar.

History

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