The Audit Commission verifies the accuracy of Rostelecom’s financial reporting under Russian law and supervises the Company’s financial activity, while performing certain control functions. Pursuant to the Charter, the Audit Commission is elected by the AGM (or, if applicable, an EGM). The term of all the Audit Commission members expires on the date of the next AGM. Any shareholder or any other person nominated by a shareholder may be a member of the Audit Commission provided that this nominee is not simultaneously the Company’s President, a member of the Board of Directors, a member of the Management Board or a member of the liquidation commission (elected if the Company is liquidated). The Audit Commission elects its Chairman and Secretary.
The current Audit Commission was elected by the AGM held on June 30, 2014, and is comprised of seven members:
Deputy General Director for Legal Matters and Corporate Governance, OJSC Severneftegazprom
Head of Internal Control Office, the Federal Agency for State Property Management
Denis Kant Mandal
Head of Property Management and Privatisation of the Major Companies Division, the Federal Agency for State Property Management
Director of the Internal Audit Department, OJSC Rostelecom
Deputy Director of the Infrastructure Projects Department, Ministry of Communication and Mass Media of Russia
Director of the Internal Controls Department, Vnesheconombank
Deputy Executive Director, Investors' Rights Protection Association
The Audit Commission’s remit includes the following:
- Audit of the Company’s financial and business documents;
- Review of the legal impact of agreements executed on behalf of Rostelecom, as well as transactions and settlements with counterparties;
- Analysis of the accounting statements and statistical records for compliance with applicable regulations;
- Control over payments made to suppliers of goods and services, payments made to the budget, calculation and payments of dividends, as well as redemption of other obligations;
- Audit of the Company’s balance sheets and profit and loss statements; and
- Other functions related to the Company’s financial performance.
In its activities, the Audit Commission has the right to request, and officers have an obligation to provide, documents on Rostelecom’s financial and business operations, including confidential information.