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Board of directors and committees

BoD members
  • BoD members
  • Remuneration & HR development committee
  • Finance & strategy committee
  • Audit committee

The Board of Directors determines the company’s development strategy and has overall responsibility for the company during the period between General Meetings of shareholders. The Board of Directors is competent in matters of MegaFon’s general management, except for those issues that are the exclusive prerogative of the General Meeting of Shareholders, in accordance with the Federal Law “On Joint Stock Companies”. The powers of the Board of Directors are defined in detail in the Company Charter and the Regulations on the Board of Directors.

The Board members are elected by the General Meeting of Shareholders for the period until the next Annual Meeting, and can be re-elected an unlimited number of times. Shareholders holding in aggregate not less than 2% of the voting shares of the Company, have the right to nominate a candidate to the Board of Directors.

The Committee’s work is regulated by the Charter of the Committee of the Board of Directors of JSC MegaFon for Remuneration

The primary role of Remuneration Committee is to assist the Board of Directors in exercising its supervisory functions, in particular, in ensuring the best utilization and growth of the company’s assets and protecting the legitimate rights and interests of shareholders. The Committee:

  1. reviews the basic salary, bonuses and other compensation to the Director General, and considers the principles for setting out the basic salary, bonuses and other compensation of his immediate subordinates;
  2. sets performance targets and key performance indicators (KPIs) for top management, as well as the various schemes of incentives for other employees;
  3. analyzes the efficiency of the HR management of the company.

The Committee’s work is regulated by the Charter of the Finance and Strategy Committee of the Board of directors of JSC MegaFon.

The primary task of the Finance and Strategy Committee is to assist the Board in the exercise of its supervisory functions by the analysis of business and investment plans (including annual budgets) of MegaFon and its direct or indirect subsidiaries and the procedures of business planning, budgeting and procurement.

In accordance with this function the Finance and Strategy Committee fosters continuous improvement of and encourages adherence to policies, procedures and practices of the company at all levels.

The first-priority task of the Audit Committee is to assist the Board in performance of its control functions through analysis of the following: financial statements and other information provided by MegaFon PJSC; Company’s Internal Controls System, including in relation to requirements of financial, accounting and tax reporting as well as legal requirements as set forth by the management and the Board; Company’s risk management system and general processes of audit, accounting and financial reporting. According to this function the Audit Committee shall promote constant improvements as well as encourage compliance with policies, procedures and practices of the Company at all levels. The Audit Committee’s competence also includes analysis and assessment of reports from the Company’s Revision Commission (Inspector) and reports from the Company’s Internal Audit regarding identified violations and other significant facts and circumstances. The Audit Committee shall exercise functional management of the Company’s Internal Audit and prepare respective recommendations on its organizational structure and headcount.