In order to improve the corporate governance practices of "UTK" PJSC and to ensure duly observance by the Company’s bodies and officers of rules and regulations on procedures safeguarding legal rights and interests of UTK shareholders, on the basis of the recommendations of the Corporate Governance Committee of UTK Board of Directors (Minutes ? 4 of 19 May 2004) the Company's Board of Directors approved the Provisions on "UTK" PJSC Corporate Secretary and the Office of the Corporate Secretary (Minutes ? 44 of 25 May 2004). The Provisions on "UTK" PJSC Corporate Secretary and the Office of the Corporate Secretary has been developed on the basis of the effective legislation of the Russian Federation, the Charter of "Southern Telecommunications Company" PJSC and the Code of Corporate Conduct recommended by the Order of the Federal Commission for Securities’ Market of the Russian Federation ? 421/r of April 4, 2002 as well as the Corporate Governance Code of "UTK" PJSC. The Corporate Secretary is an authorized person whose objectives should be to ensure that corporate bodies and officers comply with procedural requirements on the corporate governance safeguarding the rights and interests of the Company’s shareholders as well as to coordinate interaction between the Company and its shareholders. The Corporate Secretary is accountable to the Board of Directors. The Corporate Secretary shall be responsible for:
- preparing for and holding the General Shareholders' Meetings in accordance with the existing legislation, the Charter and the Regulations on the procedure for conducting the Company’s General Shareholders' Meeting;
- preparing for and holding the sessions of the Company’s Board of Directors in accordance with the existing legislation, the Charter and the internal documents of the Company;
- ensuring duly consideration by the Company of shareholders’ inquiries, resolution of conflicts relating to violation the shareholders’ rights; - ensuring disclosure (presentation) of the information about the Company and storage of the Company’s documents.
Earlier, part of these functions was executed by the secretary of the Board of Directors and structural divisions of the Company. The decision on introduction of the post of the Corporate Secretary was made in connection with complication and expansion of the functions of the Board of Directors secretary, increase of the importance of the corporate governance procedures as well as development of the Russian legislation regulating equity market and activity of joint-stock companies.
We invite you to familiarize with the approved Provisions on "UTK" PJSC Corporate Secretary and the Office of the Corporate Secretary in the section "Investor Relations" of the corporate site.
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