SPECIAL COMMITTEE FOR COMPLIANCE UNDER THE BOARD OF DIRECTORS
The main objective of the Special Committee is overall supervision in the sphere of compliance, review of issues and preparation of recommendations for the Board of Directors on compliance issues.
Number and identities of members
The composition of the Committee was approved at the meeting of the Board of Directors on June 24, 2020.
Meetings
In the reporting year, four meetings of the Committee were held in-person.
| Committee Member | From June 27, 2019 | From April 9, 2020 | From June 24, 2020 |
|---|---|---|---|
| T. Holtrop, Chairman, Independent Director | ● | ● | ● |
| Regina von Flemming, Independent Director | ● | ● | ● |
| V.V. Rozanov, Independent Director | ● | ● | ● |
| A.I. Zassoursky, Non-Executive Director | ● | ● | ● |
| A. Antoniou, Independent Director | ● | ● | |
| Sh. Kheradpir, Independent Director | ○ | ○ | ● |
| A.V. Barsegyan, Member of the Management Board — Vice President for Corporate and Legal Issues of MTS PJSC | ○ | ● | ● |
| L.E. Lukiyanova, Vice President for Business Ethics and Compliance of MTS PJSC | ○ | ● | ● |
| Y.S. Romashkina | ● | ○ | ○ |
| ● person was/is a committee member ○ person was/is not a committee member |
| Committee Member | April 8 | July 21 | September 24 | December 21 |
|---|---|---|---|---|
| T. Holtrop, Chairman, Independent Director | ● | ● | ● | ● |
| Regina von Flemming, Independent Director | ● | ● | ● | ● |
| V.V. Rozanov, Independent Director | ● | — | — | — |
| A.I. Zassoursky, Non-Executive Director | ● | ● | ● | ○ |
| A. Antoniou, Independent Director | — | — | — | — |
| Sh. Kheradpir, Independent Director | — | ● | ● | ● |
| A.V. Barsegyan, Member of the Management Board — Vice President for Corporate and Legal Issues of MTS PJSC | — | ● | ● | ● |
| L.E. Lukiyanova, Vice President for Business Ethics and Compliance of MTS PJSC | — | ● | ● | ● |
| ● — committee member participated in the meeting ○ — committee member did not participate in the meeting — person was not a committee member at the time of the meeting |
Issues and recommendations reviewed
In 2020, the Special Committee reviewed reports on the results of working visits and events held in the Company’s branches as part of the project to strengthen the corporate compliance program, reviewed a report and recommendations for strengthening the compliance program, a progress report on the audit of technology lease agreements, and other issues.
The Committee provided the following recommendations to the Company’s Board of Directors
None.
Work results in 2020
In the reporting year, the Committee reviewed issues related to compliance supervision measures implemented by the Company.
Events after the reporting date
By passing the resolution of the Board of Directors of MTS PJSC on March 18, 2021, the following decisions were made.
The Corporate Governance Committee under the Board of Directors of MTS PJSC was transformed into the Committee for Corporate Governance, Environmental and Social Responsibility under the Board of Directors of MTS PJSC.
Members of the Committee:
- Regina von Flemming — Committee Chairperson;
- Valentin Borisovich Yumashev;
- Konstantin Lvovich Ernst;
- Artem Ivanovich Zassoursky;
- Alexey Vizskopbovich Barsegyan;
- Polina Veniaminovna Ugryumova;
- Elena Ivanovna Kokhanovskaya.