REMUNERATION OF MANAGEMENT BOARD MEMBERS AND SENIOR EXECUTIVE OFFICERS
PRINCIPLES OF REMUNERATION OF MANAGEMENT BOARD MEMBERS AND SENIOR EXECUTIVE OFFICERS
A contract is entered into with every Management Board member, which defines labour terms, procedure for definition of the amount of remuneration, terms of compensation of expenses connected with execution of duties of the Management Board member and contract termination procedure. The contract shall be signed on behalf of the Company by the Chairperson of the Board of Directors of the Company or by a person authorized by the Board of Directors. The Board of Directors is entitled at any time to terminate the contract with a member of the Company’s Management Board. Terms and conditions of the contract shall be approved by the Board of Directors of the Company.
Remuneration of senior executive officers is fixed and calculated based on the Policy for labor payment of employees of MTS PJSC and meets the following principles:
- observation of fairness and competitiveness of remuneration;
- connection of remuneration with personal contribution and final work results in the Company in general;
- motivation for achievement of target business development parameters in accordance with strategic development guidelines approved by the Board of Directors.
The system of remuneration to senior executive officers includes elements of base remuneration and variable premium part:
- base remuneration — monthly official salary;
- variable part of remuneration is determined by the results of the Company’s business in the reporting period in accordance with the Company’s internal regulations and approved by the Company’s Board of Directors and consists of:
- short-term motivation system is an annual premium paid for fulfilment of key performance indicators (“KPI”) fixed in general for the Company for a corresponding reporting period, as well as for fulfilment of functional individual tasks defined by the Board of Directors.
- the long-term material incentive program is aimed at increasing the Company’s shareholder value, as well as preserving longterm labor and corporate relations between the Company and its management.
MTS PJSC Business Key Performance Indicators System
- Corporate indicators, which are formed on the basis of the Company’s business plan and include the main financial and economic, industrial and strategic indicators. They make it possible to track generalized results of the Company’s business and to adjust the strategy
- Functional indicators, which are formed on the basis of business unit performance strategies
- Individual indicators of performance are formed on the basis of strategic objectives of a specific director of the Company.
The list of indicators and their target values for the Company’s directors are approved by the Board of Directors of the Company with preliminary discussion at the dedicated committees on an annual basis.
The list of corporate performance indicators of the MTS PJSC President includes such indicators as:
- OIBDA;
- income;
- ecosystem indicators;
- integral assessment of the implementation of strategic projects and business development.
STRUCTURE OF REMUNERATION FOR TOP MANAGEMENT IN 2020
The remuneration structure consists of base and variable payments and depends on the level of the position in the structure of the Company.
Achievement of the established KPIs is the basis for being entitled to receive a variable payment, as it pertains to long-term payments, including an increase in the shareholder value of the Company.
The typical element ratio is presented in the following options.
EVALUATION OF PERFORMANCE OF THE PRESIDENT AND MEMBERS OF THE MANAGEMENT BOARD
One of the tasks of the Board of Directors is to assure control of operation of the President and members of the Management Board, as well as to evaluate their performance which is performed based on materials approved by the Remuneration and Appointment Committee.
The assessment of the President and members of the Management Board for 2020 was performed in accordance with an existing method based on fulfilment of key performance indicators of the Company in general, functional individual tasks and competence development level.
Remuneration for members of the Management Board and senior executive officers based on 2020 results.
| Indicator Name | Total, RUB |
|---|---|
| Salary | 195,218,600 |
| Bonuses | 807,939,057 |
| Cost compensations | 27,917,523 |
| Other remuneration types | 4,320,072 |
| TOTAL | 1,035,395,252 |
| Indicator Name | Total, RUB |
|---|---|
| Salary | 361,274,463 |
| Bonuses | 1,265,774,027 |
| Cost compensations | 47,691,309 |
| Other remuneration types | 12,865,627 |
| TOTAL | 1,687,605,426 |
Events after the reporting date
In March-April 2021, the amount of participatory interest of some members of the Management Board in the authorized capital of MTS PJSC changed.
| Management Board member | Size of the share of the corresponding person in the charter capital of MTS PJSC before the transaction | Amount of the share of the corresponding person in the authorized capital after the transaction | Date, from which the share of the corresponding person in the authorized capital of MTS PJSC |
|---|---|---|---|
| Inessa Galaktionova First Vice President for Telecommunication Business, Management Board Member | did not own shares | 0.0008% | 12.03.2021 |
| Alexandr Evgenievich Gorbunov Management Board Member, Vice President for Strategy & Development | 0.001% | 0.0016% | 09.04.2021 |
| Ruslan Sultanovich Ibragimov Management Board member, Vice President for GR Activity and Public Relations | 0.0190% | 0.0197% | 09.04.2021 |
| Andrey Mikhailovich Kamensky Member of the Management Board, Vice President for Finance | 0.0030% | 0.0036% | 09.04.2021 |
| Alexey Valerievich Kornya Board of Directors member | 0.0469% | 0.0571% | 09.04.2021 |
| Vyacheslav Konstantinovich Nikolaev President, Management Board Chairman | 0.0051% | 0.0058% | 09.04.2021 |
| Dmitry Alexandrovich Khomchenko Management Board Member, Vice President for Information Technology; | 0.0087% | 0.0091% | 09.04.2021 |