The Corporate Secretary supports the effective operation of the Board of Directors and ensures effective day-to-day interaction with shareholders, coordinating the company’s activities to protect shareholder rights and interests.
At MTS, a specialized structural unit, the Corporate Governance Department, serves as the Corporate Secretary. Its main functions, powers and duties are defined in the Regulation on the Corporate Governance Department.
The Corporate Governance Department is responsible for:
- participating in improving the Company’s corporate governance system and practices;
- making arrangements for General Meetings of Shareholders;
- providing support to the Board of Directors and its committees;
- participating in the implementation of the Company’s disclosure policy, as well as ensuring storage of the Company’s corporate documents;
- facilitating interaction of the Company with its shareholders and participating in prevention of corporate conflicts;
- ensuring implementation of procedures established by legislation and the Company’s internal documents to ensure the exercise of the rights and interests of shareholders and monitoring of their implementation;
- facilitating interaction of the Company with regulatory bodies, trade organizations, registrar and other professional participants in the financial market, within the scope of authority provided to the Corporate Secretary;
- Immediately informing the Board of Directors about any legislative breaches or violations of provisions of the Company’s internal regulations, compliance with which is included in the functions of the Corporate Governance Department.
The Corporate Governance Department is headed by the Director for Corporate Governance, accountable to the Board of Directors. Director for Corporate Governance is approved by the Board of Directors.
The key functions of the Director for Corporate Governance:
- planning and arranging meetings of the Board of Directors as well as general meetings of shareholders;
- managing MTS Group’s subsidiaries;
- ensuring timely disclosure of information in accordance with the legislation on securities market.
Director, Corporate Governance Department
Roman Safronov was appointed Director of the Corporate Governance Department in April 2021, in which capacity he oversees critical processes to support MTS’s governance functions. His responsibilities include planning, organizing, convening, and holding meetings of the Board of Directors as well as annual and extraordinary general meetings of shareholders. He is also responsible for ensuring that material information disclosure is carried out in accordance with Russian regulatory and statutory requirements.
Prior to joining MTS, Roman worked for more than ten years as Corporate Secretary at Russian steel and pipe producer Chelpipe PJSC, where he coordinated governance activities across the group’s entities and subsidiaries. He earlier worked as Corporate Secretary at Chelyabinsk Zinc Plant JSC, as Senior Lawyer at Arkley Capital, and as Legal Counsel at Paritet, a Russian securities registrar and corporate governance consulting firm.
Roman holds a degree in civil law from Moscow State Open University, as well as a diploma in common law from University of London and a corporate secretary qualifying certificate from Russia’s National Corporate Secretaries Association (NCSA).