Corporate Governance Model Development

Being a public company, MTS has always paid great attention to the development of its corporate governance and strived to ensure that MTS corporate governance practices meet the best standards.

With adoption of the restated Corporate Governance Code (hereinafter referred to as the “CGC”) in 2014, MTS began work on introducing the principles and recommendations of the CGC into the Company’s practices, for which a Roadmap was developed. The Company has consistently expanded the list of applied principles and recommendations of the CGC. As part of the implementation of the Roadmap, more than 300 activities were carried out, and MTS achieved compliance with 85% of the principles and recommendations of the CGC.

In 2022, as part of implementation of the principles and recommendations of the CGC, the following activities were implemented:

• Procedures for convening shareholders’ meetings were finalized. Shareholders now have access to such services as a hotline and the broadcast of the meeting on the Internet.
• Amount of information disclosed on the site has been increased. Structure of the share capital and information about the main subsidiaries were disclosed.
• Corporate procedures were finalized. Procedures for monitoring the processes of information disclosure and preliminary review of corporate documents were updated.
• New practices were introduced to evaluate the effectiveness of the work of the Board of Directors, to provide reports on the work of the Board of Directors’ committees.
• Top-level corporate documents have been revised — Charter, Regulations on the General Meeting of Shareholders, on the Board of Directors, etc.

Corporate governance index

By the end of 2022, MTS entered the “Leaders in the field of corporate governance” of the RUCGI National Corporate Governance Index for the fifth year in a row.

MTS has been demonstrating a consistently high level of compliance with the main recommendations of the Corporate Governance Code. A high level of corporate governance is a fundamental value for MTS, so the Company will continue to strive to follow the best practices.

MTS Corporate Governance Principles

comprehensive protection of shareholder rights and interests;

information openness and transparency;

single corporate policy in respect of subsidiaries;

independence of the Board of Directors in definition of the Company’s strategy, approval of business plans, other important decisions;

control over management activities;

observance of business ethics when doing business;

doing socially-responsible business aimed at assuring the sustainable development of the Company, its welfare growth.