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Committees of the Board of Directors

Committees of the Board of Directors serve as a tool for preliminary in-depth examination of issues in advance of their submission to the Board. This enables members of the committees to better understand the essence of the problem and to offer the members of the Board of Directors the full range of available options, thereby enabling them to get involved in the discussion of the issue in the most efficient manner.

The committees may involve external experts and advisors in order to carry out their tasks. Each member of the Board of Directors is also a member of one to three committees.

The Company’s managers are represented in the committee membership, allowing for a meaningful dialog during the committee meetings.

The Board of Directors delegates specific authorities to five committees.

Budget Committee

The Committee is designed to provide recommendations to the Board of Directors upon review of matters of preparation, approval and amendment of the Company’s budgets, long-term business plans and investment plans as well as supervision over their execution.

Composition of the Committee:

  • V. Rozanov - Chairman
  • R. Sommer
  • A. Kamensky
  • T. Holtrop, Independent Director
  • R. Flemming, Independent Director

Audit Committee

The objective of the Committee is to assist the Board of Directors to monitor and control the Company’s financial and economic activities. The Committee is responsible for financial reporting, risk management and internal control, corporate governance system and compliance with applicable legislation and ethical standards.

Composition of the Committee:

  • T. Holtrop, Independent Director - Chairman
  • S. Miller, Independent Director
  • R. Flemming, Independent Director
  • W. Schüssel, Independent Director

Remuneration and Nomination Committee

The Committee assists the Board of Directors to formulate the Company’s HR policy, determine the remuneration system applicable to senior management, shape the strategy for corporate culture development.

Composition of the Committee:

  • R. Flemming, Independent Director - Chairman
  • S. Miller, Independent Director
  • T. Holtrop, Independent Director
  • W. Schüssel, Independent Director

Corporate Governance Committee

The Committee is established to assist the Board of Directors to develop and improve the system and practices of corporate governance in the Company. It preliminarily reviews and makes recommendations regarding voluntary disclosure of information, prevention and settlement of corporate conflicts and review internal regulatory documents.

Composition of the Committee:

  • V. Rozanov - Chairman
  • S. Miller, Independent Director
  • R. Flemming, Independent Director
  • R. Ibragimov
  • A. Kornya
  • R. Sommer
  • A. Shmakov

Strategy Committee

The Committee is responsible for preparation of recommendations to the Board of Directors upon review of the Company’s strategic development and implementation of its investment projects and long-term investment programs.

Composition of the Committee:

  • R. Sommer - Chairman
  • A. Gorbunov
  • S. Miller, Independent Director
  • V. Nikolaev
  • V. Rozanov
  • A. Zassoursky
  • A. Katkov
  • W. Schüssel, Independent Director

Special Committee

The Committee is established to assist the Board of Directors to execute the project on increasing MTS’s stock in the share capital of MTS Bank.

Composition of the Committee:

  • T. Holtrop - Chairman
  • S. Miller, Independent Director
  • R. Flemming, Independent Director

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