Committees of the Board of Directors serve as a tool for the preliminary in-depth study of issues before they are submitted to the meeting of the Board of Directors. Committee members thoroughly study an issue under consideration and propose to the members of the Board of Directors the elaborated alternative decisions, making it possible for them to join the discussion of the issue more promptly.
As of the end of 2020, the following committees operated under the Board of Directors in order to increase the efficiency of decisions taken by the Board of Directors, to exercise a detailed preliminary review of the most topical matters and to prepare the corresponding recommendations: Audit Committee, Remuneration and Nomination Committee, Corporate Governance Committee, Strategy Committee, Special Committee for Compliance under the Board of Directors.
On December 17, 2020, the Board of Directors of MTS PJSC established a Special Committee under the MTS PJSC Board of Directors for the project to unite the personnel of MTS PJSC in the integrated office space in Moscow.
Powers of and requirements to compositions of the committees shall be determined by regulations on the committees approved by the Board of Directors. The committees may involve external experts and advisors in order to resolve their tasks. The results of reviews of agenda issues by the Committees are communicated to the Board of Directors members prior to every meeting of the Board of Directors.
Each BoD member is also a member of one to four committees. Representation of the Company’s managers in the committees allows for a meaningful dialog during committee meetings.
Preparation of recommendations to the Board of Directors on issues of HR policy, determination of the incentive and remuneration system, generation of the Company’s corporate culture development strategy
Preparation of recommendations to the Board of Directors on issues of preliminary review of internal regulations, annual report, sustainability report of the Company and the development of corporate governance practices.
Preparation of recommendations to the Board of Directors upon review of a strategic development of key functions, projects and the Company in general, and implementation of investment projects and long-term investment programs
Special Committee for Compliance
Overall supervision in the sphere of compliance, review of issues and preparation of recommendations for the Board of Directors on compliance issues.
Structure of composition of the committees of the Board of Directors 2018–2020
Average level of attendance of the meetings of the Committees in 2018–2020, %
Number of committees of the Board of Directors in 2018–2020
Attendance of meetings of committees in 2020 Elected as a member of the Audit Committee, Strategy Committee on June 24, 2020.
Committee Member
Audit Committee (18 meetings, including 12 in-person meetings and 6 meetings in the form of absentee voting)
Remuneration and Nomination Committee (11 meetings, including 8 in-person meetings and 3 meetings in the form of absentee voting)
Strategy Committee (11 meetings in presentia)
Committee for corporate governance (5 meetings including 2 ones in presentia and 3 in absentia)
Joint meetings for the Committee for Corporate Governance and Remuneration and Nomination Committee (3 meetings, including 2 in presentia, and 1 in absentia)
Special committee for Compliance (4 meetings in presenta)
F.V. Yevtushenkov Powers of the Strategy Committee member terminated on June 24, 2020.
6/6
A.I. Zassoursky
11/11
3/5
3/3
3/4
A.V. Kornya Powers of a member of the Audit Committee, the Remuneration and Nomination Committee, the Corporate Governance Committee, the Strategy Committee, and the Special Committee for Compliance terminated on June 24, 2020.
5/5
3/5
3/3
Regina Dagmar Benedicta von Flemming Elected as a member of the Corporate Governance Committee and the Special Committee for Compliance on April 09, 2020. Independent Director, not a member of executive management of MTS PJSC
18/18
11/11
4/4
Shaygan Kheradpir Powers of the Strategy Committee member terminated on June 24, 2020. Independent Director, not a member of executive management of MTS PJSC
10/10
5/5
3/3
Thomas Holtrop Independent Director, not a member of executive management of MTS PJSC
18/18
11/11
5/5
2/3
4/4
Nadia Shouraboura Powers of the Strategy Committee member terminated on November 19, 2020. Independent Director, not a member of executive management of MTS PJSC
10/10
6/6
V.B. Yumashev Elected as a member of the Strategy Committee on June 24, 2020. Independent Director, not a member of executive management of MTS PJSC
11/11
2/3
Antoniou Antonios Theodosiou Elected as a member of the Special Committee for Compliance on April 09, 2020.
8/8
6/6
5/5
2/2
2/2
1/1
A.V. Barsegyan Powers of the Strategy Committee member terminated on April 09, 2020.
4/4
2/2
3/3
A.E. Gorbunov Powers of the Chairman of the Corporate Governance Committee, a member of the Strategy Committee, the Special Committee for Compliance terminated on June 24, 2020.
5/5
A.A. Znamenskaya Authorities of the member of the Committee for Strategy terminated from November 19, 2020.
3/3
R.S. Ibragimov
5/5
2/3
A.B. Katkov
10/11
V.M. Klimovich Elected as a member of the Strategy Committee from June 24, 2020.
6/6
L.E. Lukiyanova Selected as a member of the Special Committee for Compliance from April 09, 2020.
3/3
V.K. Nikolaev Authorities of the member of the Strategy Committee terminated from April 09, 2020.
3/3
V.V. Rozanov Authorities of the Chairman of the Committee for Corporate Governance, member of the Strategy Committee, Special Committee for Compliance terminated from June 24, 2020.
4/5
2/2
2/2
1/1
Y.S. Romashkina Powers of a member of the Special Committee for Compliance terminated on April 09, 2020.
V.S. Travkov Elected as a member of the Strategy Committee on April 09, 2020.
6/8
A.A. Khanin Elected as a member of the Strategy Committee on June 24, 2020.
6/6
M.V. Khanov Elected as a member of the Strategy Committee on June 24, 2020