Corporate Governance

Our corporate governance system is designed to comply with the regulatory obligations associated with our two stock exchange listings in Russia and the US as well as to balance the interests of our shareholders, the Board of Directors, Management Board, employees and other stakeholders.

The General Meeting of Shareholders is the supreme management body of MTS in which the shareholders participate in the supervision, decision-making and control of the Company. The Board of Directors provides leadership to the Company and is responsible for its long-term success through the organization of an effective general management. In order to increase the efficiency of decisions taken by the Board of Directors, to exercise a detailed preliminary review of the most important issues and to prepare the recommendations there are several Committees under the Board of Directors. A key role in formulating and executing of the Company’s strategy, setting targets, efficient implementation of resolutions of the Board of Directors and day-to-day operative management belongs to the Executive Bodies of the Company — the President (sole executive body) and the Management Board (collective executive body).

Key principles:

  • comprehensive protection of shareholder rights and interests;
  • information transparency;
  • single corporate policy in respect of subsidiaries;
  • independence of the Board of Directors in defining the Company’s strategy, approval of
  • business plans and making other important decisions;
  • control over management activities;
  • compliance with business ethics;
  • doing business in a socially responsible way to assure sustainable development of the Company.

As a foreign private issuer (defined in Rule 3b-4 of the Exchange Act), MTS must disclose any significant difference in corporate governance practice under Russian law and that followed by U.S. companies listed on the NYSE. These differences are summarized here.

Awards

2019
2018
2017
2016
2015
Top-5 Company
Russian Corporate Governance Index
MTS ranked in the top 5 Russian companies with best corporate governance practices according to the National Corporate Directors Association.
Most Effective IP Management
Legal Insight Magazine
MTS’s legal department was recognized with top marks in intellectual property management by Legal Insight magazine.
Internal Auditor of the Year Laureate
Russian Association of Internal Auditors
MTS Internal Control Manager Ekaterina Lobova was named a finalist for Internal Auditor of the Year by the Russian Association of the Institute of Internal Auditors.
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Ron Sommer, the Chairman of MTS’s Board of Directors, became the winner in the nomination “Chairman of the Board of Directors: contribution in corporate governance development” at the National Award “Director of the Year” 2018.
Best Legal Department in Russia – 2018
Legal Insight Magazine
MTS Corporate and Legal Department was recognized the Best Legal department in Russia for building the efficient corporate governance system by Legal Insight magazine
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Stanley Miller, an Independent Director, ranked among the Top 50 Independent Directors at the National Award “Director of the Year” 2017.
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Thomas Holtrop, an Independent Director, ranked among the Top 50 Independent Directors at the National Award “Director of the Year” 2017.
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Ron Sommer, the Chairman of MTS’s Board of Directors, ranked among the Top 25 Chairmen of the Board at the National Award “Director of the Year” 2017.
Best Disclosure on Corporate Governance in the Annual Report
Moscow Exchange (MOEX)
MTS won the nomination “Best Disclosure on Corporate Governance” in the XX Annual contest of annual reports organized by Moscow Exchange (MOEX)
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Stanley Miller, an Independent Director, ranked among the Top 50 Independent Directors at the National Award “Director of the Year” 2016.
Director of the Year
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
Ron Sommer, the Chairman of MTS’s Board of Directors, ranked among the Top 25 Chairmen of the Board at the National Award “Director of the Year” 2016.
Best Disclosure on Corporate Governance in the Annual Report
Rating agency "Expert RA"
MTS won the nomination “Best Disclosure on Corporate Governance” in the contest of annual reports organized by the rating agency "Expert RA".
Communications award
Financial and Stock Market Department of Krasnodar Region.
MTS Annual Report 2014 won the Communications award in the open contest of annual reports held by the Financial and Stock Market Department of Krasnodar Region.
“For active corporate policies in disclosure of information” award
Association of Independent Directors and Russian Union of Industrialists and Entrepreneurs (RSPP)
MTS won the award “For active corporate policies in disclosure of information” that was granted on December 1, 2015 during the ceremony of “Director of the year 2015” National Awards.