Management Board

The Company has a collective executive body, the Management Board, and a sole executive body, the President-CEO [1] .

In the course of 2014, the Management Board consisted from 14 to 15 members. The Management Board includes top executives responsible for key areas of the Company’s business and two heads of the macroregional divisions, out of six who rotate periodically (the Head of Centre and Moscow macroregional divisions does not rotate) and is approved by the Board of Directors. The rotation system improves management efficiency and the alignment of the corporate and regional levels.

The Management Board structure in 2014 and at the beginning of 2015 is presented in the table below.

Composition of the Management Board

    Name  Year of birth  Position in the Company  Since  Member of the Management Board
until Apr-22, 2014Apr-22 - June-23, 2014June-23 - Aug-21, 2014after Aug-21, 2014
1 Sergey B. Kalugin 1966 President - Chief Executive Officer, Chairman of the Management Board 2013 X X X X
2 Kai-Uwe Mehlhorn 1966 Senior Vice President - Chief Financial Officer (CFO) 2013 X X X X
3 Larisa S. Tkachuk 1976 Senior Vice President - Chief Operating Officer (COO) 2013 X X X X
4 Alexander M. Tseitlin 1958 Senior Vice-President for Technical Infrastructure 2013 X X X X
5 Galina V. Rysakova 1967 Senior Vice President of Organisational Development and Human Resources 2001 X X X X
6 Alexander E. Abramkov 1977 Vice President, Director of Moscow Macroregional Division Vice President, Director of the Centre Macroregional Branch Vice President of Administration 2013 X X X X
7 Maria V. Florentyeva 1969 Senior Vice President 2013 X X X X
8 Alexander M. Rogovoy 1979 Executive Vice President 2010 X X X X
9 Dmitry V. Sadkov 1966 Vice President - Chief Information Officer 2013 X X X X
10 Andrey V. Cheglakov 1966 Senior Vice President 2013 X X X X
11 Vladimir K. Mironov 1956 Vice President 2011 X X X X
12 Alexander V. Maslov 1963 Vice President 2013 X X X
13 Mikhail P. Irzhevsky 1973 Vice President for Legal Affairs 2013 X
14 Ivan I. Zima 1971 Senior Vice President of Telecommunications Network Development (CTO) 1998 X X
15 Andrey V. Balacenko 1965 Vice President and Director of the North-West Macroregional Division 2011 X
16 Maxim G. Kudryavtsev 1975 Vice President and Director of the Siberian Macroregional Division 2011 X
17 Anton Y. Kolpakov 1971 Vice President, Director of the Ural Macroregional Division 2009-2010, 2013 X X
18 Dmitry V. Proskura 1970 Vice President, Director of the Volga Macroregional Division 2011 X X
19 Alexander V. Beleichev 1975 Vice President, Director of the Far East Macroregional Division 2007 X
20 Alexander P. Shipulin 1953 Vice President, Director of the South Macroregional Division 2011 X

The Management Board held 38 official sessions during 2014, two of which were held in the form of meetings.

In 2014, the Company established a long-term incentive plan that is aimed at aligning the interests of management and the shareholders. The programme was approved in March 2014 by the Board of Directors and is explained in more detail in the Remuneration section of this report.

As part of the incentive programme, key senior and middle management, including the directors of the regional branches, will be granted ordinary shares in accordance with certain KPI achievements. The result of this is that management will own an increased equity stake in the Company.

The shares distribution in accordance with the long-term incentive programme is expected to start in 2015. The share in the Company’s capital owned by the members of the Management Board as at December 31, 2014 is presented in the table below.

Shareholdings of the Management Board

Member of the Management Board Position Total Equity Capital Ordinary SharesPreferred Shares
Number of shares % Number of shares%Number of shares%
1 Sergey B. Kalugin President - Chief Executive Officer, Chairman of the Management Board 11,172,247 0.383658% 4,368,195 0.163652% 6,804,052 2.801965%
2 Kai-Uwe Mehlhorn Senior Vice President - Chief Financial Officer - - - - - -
3 Larisa S. Tkachuk Senior Vice President - Chief Operating Officer - - - - - -
4 Alexander M. Tseitlin Senior Vice-President for Technical Infrastructure 90 0.000003% 90 0.000003% - -
5 Galina V. Rysakova Senior Vice President of Organizational Development and Human Resources - - - - - -
6 Alexander E. Abramkov Vice President, Director of Macroregional Branch “Moscow” Vice President, Director of Macroregional Branch “Center” Vice President of Administration - - - - - -
7 Maria V. Florentyeva Senior Vice President 1,247,370 0.042835% 465,340 0.017434% 782,030 0.322046%
8 Alexander M. Rogovoy Executive Vice President - - - - - -
9 Dmitry V.Sadkov Vice President - Chief Information Officer - - - - - -
10 Andrey V. Cheglakov Senior Vice President - - - - - -
11 Vladimir K. Mironov Vice President - - - - - -
12 Alexander V. Maslov Vice President - - - - - -
13 Mikhail P. Irzhevsky Vice President for Legal Affairs - - - - - -
14 Ivan I. Zima Senior Vice President of Telecommunications Network Development - - - - - -
15 Andrey V. Balacenko Vice President and Director of the North-West Macroregional Division 1,048 0.000036% 1,048 0.000039% - -
16 Maxim G. Kudryavtsev Vice President and Director of the Siberian Macroregional Division - - - - - -
17 Anton Y. Kolpakov Vice President, Director of the Ural Macroregional Division - - - - - -
18 Dmitry V. Proskura Vice President, Director of the Volga Macroregional Division 1,538 0.000053% 1,538 0.000058% - -
19 Alexander V. Beleichev Vice President, Director of the Far East Macroregional Division - - - - - -
20 Alexander P. Shipulin Vice President, Director of the South Macroregional Division 5,259 0.000181% 5,259 0.000197% - -

Management Board in detail

Sergey B. Kalugin

President - Chief Executive Officer (CEO), Chairman of the Management Board

Born : 1966
Joined the Company in 2013

Key area of responsibility: General management

Experience:
  • Chairman of LLC Mobitel (2013), CJSC Baikalwestcom, CJSC Yenisey telecom, CJSC Volgograd-GSM, CJSC Sky Link and CJSC Akos (2013-2014), member of the Board of Directors of CJSC NSS and OJSC RTComm.RU;
  • Managing Partner at WebMediaGroup (2009-2013);
  • CEO of OJSC National Telecommunications (2007-2008, 2009-2012), OJSC National Cable Networks (2001-2007), RTR Signal (2000-2001);
  • Economist, then Managing Director of Investments at AB Incombank, then President of Inkom Capital, investment and financial services company.

Education:

Degree in Economics from Lomonosov Moscow State University (1991)

Kai-Uwe Mehlhorn

Senior Vice President - Chief Financial Officer (CFO)

Born : 1966
Joined the Company in 2013

Key area of responsibility: Financial and economic function

Experience:
  • CFO of KupiVip Holding (online retailer), (2012-2013);
  • Deputy CEO and CFO of Megafon (2009-2011),
  • CFO of Tele2 Russia (2007-2008); Various positions in Siemens: Company Representative in Eastern Europe for commercial and financial issues, Head of Commerce and Finance in Asia, Director of Department for Finance and Management of the Mobile Communications Sector, Vice President of Siemens Ltd. Information and Communication Mobile in Russia, CFO of ICM and First Vice President of Finance at Siemens Russia (1992-2007); Mannesmann Rexroth GmbH (1991).

Education:

Martin Luther University, Germany (1985), MGIMO with a degree in International Economic Relations(1992), Advanced Management Program at Harvard Business School, Boston (2011)

Larisa S. Tkachuk

Senior Vice President - Chief Operating Officer (COO)

Born : 1976
Joined the Company in 2013

Key area of responsibility: Commercial function

Experience:
  • Deputy CEO for Commerce at Megafon where she was responsible for developing and marketing new hi-tech products (2002-2012),
  • Marketing Manager at RTDC (a Russian–American telecommunications holding company, 2001-2002),
  • Head of UMC’s Business Analysis Team at Ukrainian Mobile Communications (UMC) (1998-2001) and Head of UMC's Marketing Department (2001).

Education:

Degree in Industrial Marketing from National Technical University of Ukraine (1998)

Alexander M. Tseitlin

Senior Vice-President for Technical Infrastructure

Born : 1958
Joined the Company in 2013

Key area of responsibility: Operation and technical management of Rostelecom’s network infrastructure

Experience:
  • CEO of Mostelecom (2009-2013); Management positions in the technical departments of GTS (later Golden Telecom), SINTERRA and Electro-com (1996-2008).

Education:

Moscow Institute of Telecommunications Engineering with a degree in Radio Communications and Broadcasting (1980)

Galina V. Rysakova

Senior Vice President of Organisational Development and Human Resources

Born : 1967
Joined the Company in 2001

Key area of responsibility: HR and Organisational Development

Experience:
  • Director of the Organisational Development and Human Resources Department at Rostelecom (2006-2011);
  • Acting Director and later Director of Organisational Development and HR at Rostelecom (2003-2006);
  • Galina began her career in Rostelecom as Head of the HR Section in the Organisational Development and HR Directorate (2001-2003);
  • Senior Engineer, Group Leader and then HR Manager at Sheremetyevo International Airport (1989-2001).

Education:

Lomonosov Moscow State University with a degree in Law (1999)

Alexander E. Abramkov

Director of the Moscow Macroregional Branch
Vice President, Director of the Center Macroregional Branch
Vice President of Administration

Born : 1977
Joined the Company in 2013

Key area of responsibility: Corporate property management and organisational, documentary and day-to-day support of Rostelecom’s business operations

Experience:
  • Head of Internal Audit, Controlling and Risk Management at Inter RAO (2010-2012);
  • Deputy CEO for Economics and Finance at National Telecommunications (2008-2009);
  • Deputy CEO for Construction and Procurement at Gazprom Neft (2007-2008);
  • Deputy CEO for Economics and Finance at Abros Investment Company (2006-2007);
  • Director of Finance at North-West Region, VimpelCom (2005-2006);
  • Financial Manager, Financial Director at St. Petersburg Payphones and National Payphone Network (1999-2005);

Awards:

Medal of the Order For Merit to the Fatherland, 2nd class.

Education:

Lomonosov Moscow State University with a degree in Economics (1991)

Maria V. Florentyeva

Senior Vice President

Born : 1969
Joined the Company in 2013

Key area of responsibility: Strategy, M&A and Investor Relations

Experience:
  • One of the founders of the WebMediaGroup where she was responsible for finance, corporate development and investor relations;
  • Director of Corporate Development at National Telecommunications;
  • More than 10 years of experience in the investment banking sector.

Education:

Lomonosov Moscow State University (1991) with a degree in Economics, MBA from London Business School (2000).

Alexander M. Rogovoy

Executive Vice President

Born : 1979
Joined the Company in 2010

Key area of responsibility: Strategic management and oversight of the JVs with Tele2 Russia and GNC Alpha (Armenia)

Experience:
  • Deputy Director of Legal Support Department at Rostelecom (since 2010);
  • Megafon, progressing from the position of lawyer to Head of the Legal Department (2003-2009);
  • Various positions in the Legal area (1998-2003).

Education:

Moscow State Law Academy (2001)

Dmitry V.Sadkov

Vice President - Chief Information Officer

Born : 1966
Joined the Company in 2013

Key area of responsibility: Integrated IT function and improving the IT systems to enhance Rostelecom’s operating efficiency

Experience:
  • Deputy CEO of IBS (2006-2013);
  • Director of Management Consulting Department at IBS (2000-2006);
  • McKinsey & Company, Moscow office (1995-2000).

Education:

Lomonosov Moscow State University with a degree in Physics

Andrey V. Cheglakov

Projects within the ‘Information Society’ Federal programme

Born : 1966
Joined the Company in 2013

Key area of responsibility: Projects within the ‘Information Society’ Federal programme

Experience:
  • Held a variety of senior positions at GOZNAK between 2003 and 2013: Adviser to CEO (2011), Deputy CEO for Operations (2006) and Director of Research and Development (2003);
  • Consultant at STEM LLC (1999-2003);
  • President of Stipler LLC (a software developer and supplier of hardware and electronics to the Russian market, 1991-1999);
  • Member of the Board of Trustees of the Mechanics and Mathematics Faculty of Lomonosov Moscow State University;

Awards:

Russian Federation National Award in Science and Technology (2002)

Education:

Lomonosov Moscow State University with a PhD in Economics

Vladimir K. Mironov

Vice President

Born : 1956
Joined the Company in 2011

Key area of responsibility: Business safety

Experience:
  • Deputy CEO at Rostelecom (2002-2011);
  • Head of Security at PeterStar (2001-2002).

Education:

Leningrad Institute of Railway Engineers n.a. V.N. Obraztsov

Alexander V. Maslov

Vice President

Born : 1963
Joined the Company in 2013

Key area of responsibility: Government Relations

Experience:
  • State Secretary – Deputy Minister of Communications and Mass Media of Russia (2008-2013);
  • State Secretary – Deputy Minister of Information Technologies and Communications (2006-2008);
  • State Secretary – Deputy Minister of Economic Development and Trade of Russia (2000-2006);
  • Centre for Strategic Developments on the Russian Economic Development Strategy for the period up to 2010 (2000);
  • Director of Government and Regulatory Affairs at Unicon/MS (1999);
  • Various positions in the State Legal Directorate of the President of the Russian Federation (last position – Deputy Head of the Directorate, 1991-1999);
  • Junior Researcher at the Institute of State and Law of the USSR Academy of Sciences (1989).

Education:

Lomonosov Moscow State University with a degree in Law (1985), Institute of State and Law of the USSR Academy of Sciences with a PhD in Law (1989).

Mikhail P. Irzhevsky

Vice President for Legal Affairs

Born : 1973
Joined the Company in 2013

Key area of responsibility: Legal affairs

Experience:
  • Partner at Freshfields Bruckhaus Deringer LLP (2007-2013);
  • International law firms: Chadbourne & Parke LLC (1992-1999) and Freshfields Bruckhaus Deringer LLP (1999-2007).

Education:

Lomonosov Moscow State University with a degree in Law (1995)

Joined the Management Board on August 21, 2014

Ivan I. Zima

Senior Vice President of Telecommunications Network Development (CTO)

Born : 1971
Joined the Company in 1998

Key area of responsibility: Network development

Experience:
  • Executive Director – Director of Communication Network Planning and Development at Rostelecom (2011-2012);
  • Head of the Telecommunications Networks Planning and Development Department at Rostelecom (2011);
  • Various positions at Rostelecom since 1998: Director of TU–5 Central Branch (from 2003) and Director of the Company’s Far Eastern Branch (from 2006);
  • Sector Head in the Automation Department of YAKUTNIIPROMALMAZ (1994-1998);
  • Program and electronic engineer at Irkutsk State Technical University (1989-1994).

Education:

Irkutsk State Technical University with a degree in Cybernetics (1994), Siberian State University of Telecommunications and Information with a degree in Economics (2002), MBA from Moscow Technical University of Communications and Informatics (2004)

Was on the Management Board until June 23, 2014

Directors of the Macroregional Branches

Andrey V. Balacenko

Vice President and Director of the North-West Macroregional Division

Born : 1965
Joined the Company in 2011

Experience:
  • General director of OJSC Dalsvyaz (2009-2011),
  • Deputy General Director and Director of the Kamchatka Branch, Director of the Sakhalin Branch and Director of the Primorsky Branch of OJSC Dalsvyaz (2005-2009);
  • Head of the Blagoveschensk telephone and telegraph network of the Amur Branch (2002-2004) and the Branch’s First Deputy Director and Technical Director (2004-2005) at OJSC Dalsvyaz;
  • Chief Engineer of the Blagoveschensk city telephone network (1997-2001) and Director of the Blagoveschensk telephone and telegraph network at OJSC Amursvyaz (2001-2002);
  • He began his career in the industry in 1987 as an Engineer in an operations laboratory of a line unit to the Head of the line unit in the Blagoveschensk city telephone exchange (Amur Region).

Education:

Novosibirsk Electrotechnical Institute of Communication with a degree in Automated Telecommunications (1987)

Was on the Management Board until June 23, 2014

Maxim G. Kudryavtsev

Vice President and Director of the Siberian Macroregional Division

Born : 1975
Joined the Company in 2011

Experience:
  • Acting Deputy General Director of OJSC Sibtelecom and Director of its Omsk branch (2009-2011);
  • Deputy General Director of OJSC Sibtelecom and Director of its Gorno-Altaysk branch (2008-2009);
  • Various positions at the Gorno-Altaysk branch of OJSC Sibtelecom: Assistant to the Director (2002-2005), Advisor to the Director (2005-2007), Deputy Director of Commercial Issues (2007-2008).

Education:

Novosibirsk State Technical University with a degree in Electronics, Design and Technology, specialising in Radio and Communication Equipment (1988), Novosibirsk State Academy of Economics and Management with a degree in Finance and Credit (2002)

Was on the Management Board until June 23, 2014

Anton Y. Kolpakov

Vice President, Director of the Ural Macroregional Division

Born : 1971
Worked in the Company between 2009-2010, and joined again in 2013

Experience:
  • Executive Director at OJSC Managing Company "Financial assets" (2011-2012);
  • General Director at OJSC Rostelecom (2009-2010);
  • Deputy General Director of Business Development and then General Director at OJSC Dalsvyaz (2005-2009);
  • Various positions in the telecommunication companies CJSC PeterStar and CJSC Petersburg Transit Telecom (1998-2005).

Education:

St. Petersburg Russian Academy of Aerospace Instrumentation.

Was on the Management Board between April 22 - August 21, 2014

Dmitry V. Proskura

Vice President, Director of the Volga Macroregional Division

Born : 1970
Joined the Company in 2011

Experience:
  • Deputy General Director of VolgaTelecom and Director of its Nizhny Novgorod branch (2007-2011);
  • Deputy General Director of VolgaTelecom and Director of its Kirov branch (2006-2007);
  • Between 1992 and 2006, progressed from Software Engineer in OJSC Kirovelektrosvyaz to Deputy Director of Marketing in the Kirov division of OJSC VolgaTelecom.

Education:

Kirov Polytechnic Institute (1991), Moscow Technical University of Communications & Informatics (1999), MIRBIS Moscow Higher International Business School (presidential training programme), Candidate of Technical Sciences degree (1977), PhD in Economics (2009), Executive MBA (2006)

Was on the Management Board between April 22 and August 21, 2014

Alexander V. Beleichev

Vice President, Director of the Far East Macroregional Division

Born : 1975
Joined the Company in 2007

Experience:
  • Deputy CEO of the Amur branch, Deputy Director and Technical Director of the Far East Macroregional Division (2007-2013)

Education:

Far Eastern Federal Technical University with a specialisation "Radio, broadcasting and television" (1999)

Joined the Management Board on August 21, 2014

Alexander P. Shipulin

Vice President, Director of the South Macroregional Division

Born : 1953
Joined the Company in 2011

Experience:
  • CEO at Southern Telecommunication Company (2009-2011)

Education:

Krasnodar Polytechnic Institute with a degree specialising in Multichannel Telecommunications (1978)

Joined the Management Board on August 21, 2014

MANAGEMENT BOARD COMMITTEES

There are currently four committees which advise the Management Board on key areas: theBudget and Investment Committee, the Compensation Committee, the Internal Control Committee and the Charity Committee.

Budget and Investment Committee

The main purpose of the Budget and Investment Committee is to enhance Rostelecom’s effectiveness in making the budget and investment decisions required for the implementation of business plans, strategies and development programmes, and financial, business and tariff policies. The main functions of the Budget and Investment Committee include maintaining consistency between the budgeting and investment processes, having control over the compliance related to these processes and preparing proposals for the Management Board on the foregoing matters.

Compensation Committee

The purpose of the Compensation Committee is to create a fair and effective compensation system designed to enhance Rostelecom’s competitiveness. The main function of the Compensation Committee is to maintain a correlation between the overall strategy and policies related to paying salaries and bonuses to the employees.

Internal Control Committee

The main purpose of the Internal Control Committee is to coordinate the development of the Company’s risk management system to ensure efficient risk management is in place at all layers of the business.

Charity Committee

The Charity Committee’s role is to consider which charity initiatives and socially important projects the Company participates in.

[1] The business address for each member of the Management Board is 15, Dostoevskogo Street, St.-Petersbourg, 191002, Russian Federation. The business address for our sole executive body is 14, 1-st Tverskaya-Yamskaya Street, Moscow, 125047, Russian Federation.

My Annual Report

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