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
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 .
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 body | Key 2018 results | Plans for 2019 |
|---|---|---|
| Board of Directors | Approved the following documents:
Arranged for the first independent assessment of the Board of Directors’ performance. Delivered on the 2018 tasks within the key strategic projects:
| Monitoring the implementation of the overall strategy and strategic projects:
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:
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.