Corporate governance

Rostelecom is governed by the Annual General Meeting (AGM) of Shareholders, the Board of Directors, the Management Board and the CEO. The Board of Directors oversees the Company’s strategic development, while the Management Board is responsible for the implementation of Rostelecom’s strategy and overall management. There are no service contracts between Rostelecom and the Directors and there are no family relationships between any of the Directors and the members of the Management Board.

The Company’s corporate governance principles are in line with international best practices and their implementation is among our highest priorities. Effective corporate governance is essential for achieving our strategic goals. Rostelecom operates within a well-developed governance framework designed to ensure transparency, integrity and objectivity in its approach to dealing with all stakeholders. This framework is based on the Company’s Charter, the Corporate Governance Code, the Code of Ethics and the Insider Information Policy. In addition, Rostelecom faces some corporate governance regulatory constraints imposed by the Moscow Exchange and the Russian Corporate Governance Code [1].

Corporate governance structure

Corporate governance rating

In January 2015, the Russian Institute of Directors (RID) confirmed its “7+ / Developed practices of corporate governance” rating for Rostelecom. The corporate governance rating is based on the results of an assessment carried out by the RID between November 2013 and December 2014. According to the RID’s evaluation, Rostelecom fully complies with the corporate governance requirements stipulated by Russian law and has a low corporate governance risk level.

Annual General Meeting of Shareholders

According to Rostelecom’s Charter, the AGM is the Company’s supreme governing body.

On April 2, 2014, the Extraordinary General Meeting of Shareholders approved amendments to the Company’s Charter aimed at extending the authorities of Rostelecom’s Board members in managing the Company’s subsidiaries and affiliates. The EGM also elected a new composition of the Board of Directors.

On June 30, 2014, the AGM approved the Annual Report and its financial statements for the fiscal year ended December 31, 2013. The AGM also approved the distribution of the Company’s profit in the form of dividends and the increase in equity capital, as well as election of the Company’s Board members.

[1] The latest edition of the Russian Corporate Governance Code was approved by the Central Bank of Russia on March 21, 2014.

My Annual Report

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