At a glance
Strategic
Report
Corporate
Governance
Shareholders
and Investors
Financial
Statements
Additional
information
The Board of Directors exercises general control over the Company by setting business development priorities and defining the Company’s growth strategy. The Board’s main purpose is to enhance the efficiency and transparency of the Company’s internal controls, and improve the monitoring framework and accountability of its management bodies, while protecting and promoting the rights of all shareholders.
The full powers of the Board are set out in detail in MegaFon’s Charter and the Regulations on the Board of Directors, available on the Company's website.
In 2015, the Company's Board of Directors consisted of seven members, including three independent directors. The Board of Directors was re-elected at the 2015 Annual General Meeting of Shareholders.
Until 30 June 2015, the Board of Directors had consisted of the following members:
Since 30 June 2015, the Board of Directors has consisted of the following members:
Finance and Strategy Committee
Remuneration and HR Development Committee
Audit Committee
Chairman of the Board of Directors (non-executive director);
Member of the Remuneration and HR Development Committee;
Member of the Audit Committee.
Born in 1963.
In 1986, Mr Soldatenkov graduated from Leningrad Institute of Aviation Instrument Engineering with a degree in radio engineering.
From 2003 to April 2012, he was Chief Executive Officer of MegaFon.
He has been Member of the Board of Directors since May 2012 (Chairman of the Board since June 2012).
Since April 2014, he has been member of the Board of Directors of METALLOINVEST MC LLC.
Percentage share ownership in the Company: 0.0412%.
During the year, his share ownership changed from 0.0128% to 0.0412%.
Percentage of the Company's ordinary shares held: nil.
Non-executive member of the Board of Directors;
Chairman of the Finance and Strategy Committee;
Member of the Remuneration and HR Development Committee.
Independent Member of the Board of Directors;
Chairman of the Remuneration and HR Development Committee.
Born in 1948.
Graduated from the University of London.
He is currently a member of the Board of RIT Capital Partners, Chairman of the Board of Directors and Partner at Cevian Capital LLP, and Chairman of the Board of Directors and Managing Partner at Autonomous Research LLP. Lord Myners is also Chairman of the Board of Platform Acquisition Holdings Limited and of Nomad Holdings Limited, and a member of the Global Advisory Board and Chairman of the London School of Economics and Political Science. Lord Myners is also involved with the UK Government as a member of the House of Lords and member of a Parliamentary Committee. He also acts as a non-executive director of Ecofin Water & Power Opportunities PLC.
He has been Member of the Board of Directors since March 2013.
Percentage share ownership in the Company: 0.000484%.
Percentage of the Company's ordinary shares held: nil.
Non-executive member of the Board of Directors;
Member of the Finance and Strategy Committee.
Born in 1968.
Mr Luiga holds a B.A. in economics from Stockholm University. He has been Senior Vice President and Chief Financial Officer of TeliaSonera AB since April 2014. Currently, he is Chairman of the Board of Directors of TeliaSonera Sverge AB, TeliaSonera Asset Finance, and TeliaSonera Finance AB, and a member of the Board of Turkcell Holding AS and TeliaSonera Finland Oyj. Since November 2013, he has been Managing Director and Chairman of the Board of Directors of TeliaSonera AsiaHolding BV and Fintur Holding BV. He is also a Representative of the Board of Directors of Viveka Luiga Ekonomibyrå AB and Managing Director of TeliaSonera UTA Holding BV.
He has been Member of the Board of Directors since March 2014.
Percentage share ownership in the Company: nil.
Percentage of the Company's ordinary shares held: nil.
Independent Member of the Board of Directors;
Member of the Finance and Strategy Committee.
Born in 1976.
In 1999, he graduated from the Military University of the Ministry of Defence of the Russian Federation, and in 2009, obtained a degree in state and municipal management from the Russian Presidential Academy of National Economy and Public Administration. In 2011, Mr Kulikov presented his thesis to and was awarded a Candidate of Economic Sciences degree at the Military Academy of the General Staff of the RF Armed Forces. Currently, Mr Kulikov is Executive Director and a member of the Management Board of Rostec State Corporation, a member of the Board of Directors of Yota Holding Limited, and Chairman of the Board of Directors of OJSC RT-Global Resources. He has also been a member of the Management Board of the Russian Engineering Union since 2008 and Chief Executive Officer of LLC RT-Business Development since 2014. Since 2015, he has been Chairman of the Board of Directors of LLC RT-Inform and a member of the Board of Directors of JSC United Instrument Manufacturing Corporation. Mr Kulikov is an associate professor at the Subdepartment of Business and Foreign Trade Activities at Bauman Moscow State Technical University.
He has been a Member of the Board of Directors since March 2014.
Percentage share ownership in the Company: nil.
Percentage of the Company's ordinary shares held: nil.
Independent Member of the Board of Directors;
Chairman of the Audit Committee.
Born in 1945.
He is a graduate of the Gothenburg School of Business Administration.
Since 2003, he has been a Corporate Advisor to, and is now Chairman of the Board of Directors of Hogia AB. Mr Rudberg is also Chairman of the Board of Kcell JSC and a member of the Board of Turkcell Iletsisim Hizmetleri A.S.
He has been Member of the Board of Directors since June 2010.
Percentage share ownership in the Company: nil.
Percentage of the Company's ordinary shares held: nil.
Non-executive member of the Board of Directors;
Member of the Audit Committee (since 16 July 2015).
Born in 1966.
She holds an MSc in Law from Stockholm University.
She is Vice President, Head of CEO Office for TeliaSonera AB's sole executive body. Ms Stenmark is also a member of the Board of Directors of TeliaSonera Asia Holding B.V., TeliaSonera UTA Holding B.V., Turkcell Holding A.S., Kcell JSC, Sonera Holding B.V., and Fintur Holdings B.V.
She has been a Member of the Board of Directors since June 2015.
Percentage share ownership in the Company: nil.
Percentage of the Company's ordinary shares held: nil.
Non-executive member of the Board of Directors (until 30 June 2015);
Member of the Audit Committee (until 30 June 2015)
Born in 1954.
He is a graduate of the Senior Officer Programme at the Swedish Military Academy. He is currently the owner and Managing Director of KarNet AB
.
He was a Member of the Board of Directors since September 2013.
Percentage share ownership in the Company: nil.
Percentage of the Company's ordinary shares held: nil.
In 2015, the Board of Directors held 13 meetings, of which five were face-to-face meetings, seven were meetings held by absentee voting, and one strategy session. The Board of Directors was informed of the Company’s key operational business processes, considering in particular the following matters at its meetings:
At its strategy session, the Board of Directors reviewed the key business areas for MegaFon and its business strategy, and also made recommendations to the Company's management to help determine the direction of further development.
In spring 2015, an independent assessment of the Board of Directors’ performance and effectiveness was carried out at the Board’s initiative in line with best corporate governance practices.
Based on the results of this assessments, the Board of Directors identified certain priority areas for improving its performance, to be further developed in a joint effort with the management, in particular:
Our Board members are remunerated for the performance of their duties. The amount of remuneration is approved by the General Meeting of Shareholders and depends on the actual hours worked in the previous year. In 2015, the AGM approved the amount of remuneration of the Board and payment procedure. The total amount paid to Board members in 2015 was RUB 79 m.
| Remuneration, RUB million | |||
|---|---|---|---|
| Chairman of the Board of Directors | Independent members of the Board of Directors | Non-independent members of the Board of Directors | |
| Remuneration for service on a management body | 4 | 65 | 9 |
| Salary | 0 | 0 | 0 |
| Benefits | 0 | 0 | 0 |
| Reimbursement of expenses | 0 | 1 | 0 |
| Bonuses | 0 | 0 | 0 |
| Long-term incentives | 0 | 0 | 0 |
| Pension plan contributions | 0 | 0 | 0 |
| TOTAL REMUNERATION | 4 | 66 | 9 |