Governing bodies

General Shareholders’ Meeting

The General Shareholders’ Meeting is the Company’s supreme governing body; its activities are regulated by Russian laws, Rostelecom’s  CharterVersion No. 18 was approved by the Company’s AGM on 18 June 2018; Minutes No. 1 dated 20 June 2018. The full text of the new version is available at website., and the Regulations on the General Shareholders’ Meeting.

In 2018, Rostelecom’s  Annual General Shareholders’ MeetingMinutes No. 1 dated 20 June 2018. was held on 18 June, and the  Extraordinary General Shareholders’ MeetingMinutes No. 2 dated 24 December 2018.was held on  24 DecemberFor more details on key resolutions passed by the Annual and the Extraordinary General Shareholders’ Meetings see Appendix 2 Governing and Control Bodies to the Annual Report..

Board of Directors


The Board of Directors is a collective governing body responsible for the Company’s growth strategy and general management. The powers of the Board are detailed in the  Charter and the Regulations on the Board of DirectorsVersion No. 16 was approved by the Company’s AGM on 18 June 2018; Minutes No. 1 dated 20 June 2018. The full text of the new version is available at website..

 Assessment of the Board of Directors’ performanceFor more details on the assessment of the Board of Directors’ performance see Appendix 2 Governing and Control Bodies to the Annual Report.


In May 2019, the Board of Directors self-assessed its 2018 performance. The self-assessment comprised the overall assessment of the Board of Directors, the assessment of its Committees and each member of the Board in particular, including the Chairman.

In April 2019, an independent consultant, JSC VTB Registrar, assessed the overall performance of the Board of Directors, the performance of its Committees and each member of the Board, including the Chairman. The average score for the Board of Directors’ performance assessment was 4.96 out of 5.

Key functions and tasks of the Board of Directors

  • Set up and advance business objectives and strategic goals of the Company
  • Protect the rights and legitimate interests of shareholders
  • Ensure integrity, reliability, and fairness of public information about the Company

Key principles of the Board of Directors

  • Make decisions based on reliable information on the Company’s operations
  • Ensure the Company’s adherence to long-term interests of its shareholders and receipt by shareholders of all relevant information on the Company’s operations
  • Balance the interests of various groups of shareholders and make most objective and well-balanced decisions for the benefit of all shareholders
  • Interpret ambiguities in the rules of any laws and regulations in favour of enhancement of the rights and legitimate interests of shareholders

The Board of Directors is annually elected with 11 members.

The average age of the Board members is 50 years.

The average tenure of the Company’s directors is 4.3 years.

The Board of Directors has five Committees.

Membership of the Board of Directors


For detailed biographies of all members of the Board of Directors see Appendix 2 Governing and Control Bodies to PJSC Rostelecom’s Annual Report 2018 available at website .

Director independence

 Board of Directors’ and its Committees’ performance report for 2018For more details on voting of members of the Board of Directors and its Committees at the 2018 meetings held in person/in absentia, as well as on the matters discussed at the meetings of the Board of Directors and its Committees see Appendix 7 Information on Meetings of the Board of Directors and Its Committees to the Annual Report.

The Board of Directors held 27 meetings:3 in person24 in absentia199 matters were discussed.


No conflicts of interest involving members of the Board of Directors were identified in 2018.

President and Management Board

The Management Board comprises 9 members, with the average age of 44.2 years.

In 2018, 21 Management Board meetings were held, including 20 in person and 1 in absentia.

The average tenure of the Management Board members is 5.3 years.

Governing bodies’ results and plans
Governing body Key 2018 results Plans for 2019
Board of Directors Approved the following documents:
  • Updated PJSC Rostelecom’s Strategy 2022
  • New Dividend Policy

Arranged for the first independent assessment of the Board of Directors’ performance.

Delivered on the 2018 tasks within the key strategic projects:

  • Bridging the Digital Divide
  • Arranging for Video Surveillance and Ensuring the Operation of the Broadcasting Portal during the Elections in Russia
  • Providing Internet Access for Hospitals and Out-Patient Clinics
  • Launching the Unified Biometric System
  • Installing the Sakhalin–Kuril Islands Submarine FOCL
Monitoring the implementation of the overall strategy and strategic projects:
  • Digital Economy of the Russian Federation national programme
  • 5G deployment
  • Data centre network expansion
  • Cyber security provision

Approving the action plan for the Company’s migration to predominantly Russian software.

Updating the Programme for Disposal of Non-Core Assets.

Electing the Management Board

Audit Committee 6 meetings (1 in person)

26 matters

Enhanced the Risk Management Programme.

Monitored the quality of internal controls and audit

Strengthening control over technology risks related to import substitution programmes
Nomination and Remuneration Committee 5 meetings (2 in person)

16 matters

Developed the Long-Term Incentive Programme for 2020–2022

Monitoring the implementation of the Long-Term Incentive Programme.

Reviewing the existing approaches to, and policies on, the remuneration of members of the Board of Directors, executive bodies, and other key executives of the Company

Strategy Committee 7 meetings (4 in person)

8 matters

Developed the updated Strategy 2022 and updated the Long-Term Development Programme accordingly.

Developed the new Dividend Policy.

Based on the recommendations of the Committee, the Company paid out interim dividends for 9M 2018 for the first time

Closer monitoring of M&A transactions, reviewing the efficiency of the acquired asset integration
Corporate Governance Committee 1 meeting in absentia

1 matter

Reviewed the compliance with the Company’s Information Policy

Monitoring of compliance with the Company’s Information Policy.

Enhancing corporate governance standards

Investment Committee No meetings of the Committee were held in 2018

Management Board’s performance report for 2018

The Company seeks to promote economic development of Russian regions by ensuring equal and transparent terms for its suppliers. The Company was commended for its contribution in this area. In 2018, Rostelecom received a certificate of the National Procurement Transparency Rating in the Guaranteed Transparency category.

Key agenda items


Operations and operational excellence Reports on budget performance and drafting the budget for 2018.

Enhancement of the corporate project management.

Implementation status and key priorities of Rostelecom’s production system.

Procurement optimisation.

Monitoring of the progress on key strategic projects:

  • Bridging the Digital Divide
  • Providing Internet Access for Hospitals and Out-Patient Clinics
  • Installing the Sakhalin–Kuril Islands Submarine FOCL
  • Arranging for Video Surveillance and Ensuring the Operation of the Broadcasting Portal during the Elections in Russia
  • Launching the Unified Biometric System

Decommissioning of analogue network equipment.

Changes in the organisation of the Company’s branches

The Company’s growth Strategy 2022.

Strategy of business segments and key subsidiaries.

Target IT architecture development and transformational solutions for telecoms networks

Risk management Progress of the Risk Management Programme
Enhancement of corporate governance standards Development and approval of the Risk Management Programme.

Internal control development concept

Preparation of materials and matters referred to the Board of Directors Preview of related party transactions
Social responsibility Charity and sponsorship initiatives

No conflicts of interest involving members of the Management Board were identified in 2018.