Structure of Management and Supervisory Bodies of MTS PJSC in 2019

Higher Governance Body of MTS PJSC

Procedure for the General Meeting of Shareholders is aimed at assurance of adherence to the rights of shareholders, and meets all the requirements of the Russian Federation legislation.

Procedure for the preparation, convocation, holding and summarizing of results of the General Shareholders’ meeting is defined by the Chart and Regulation on the General Meeting of MTS PJSC Shareholders.

For more information see official website.

The Board of Directors carries out general management of MTS PJSC activities.

It is a key element of the corporate governance system of the Company, representing the interests of shareholders through an effective management organization.

Establishment procedure, status, composition, functions, purposes and goals, powers of the Board of Directors, its operating procedure and interaction with other management bodies of the company are determined by the Charter and Regulation on the Board of Directors of MTS PJSC

For more information see official website.

Collective executive body of MTS PJSC

It organizes the effective day-to-day management of current activities of the Company, including the implementation of decisions taken by the Board of directors within its current competences.

The number and identities of Management Board members is approved by the Board of Directors upon a proposal by the President. The Management Board Chairman is the President of the Company.

The Management Board follows the Charter and the Regulation on Management Board of MTS PJSC in its activities

For more information see official website.

The sole executive body of MTS PJSC who exercises a day-to-day management of the company’s current activities.

The activities of the President should ensure the profitability and competitiveness of the Company, its financial and economic stability, enforcement of rights of the shareholders and social guarantees of Company’s employees.

The President governs the Company’s activities in accordance with the Charter and the Regulation on President of MTS PJSC

For more information see official website.

The Audit Committee is a collegial advisory body of the Board of Directors that reviews issues related to the monitoring of risk-management and internal-control system’s performance, compliance and corporate governance system, reliability of the financial statements of MTS Group, the independence and objectivity of internal and external audit functions performance, consideration of nominees and assessment of the performance of external auditors, and also provides recommendations to the Board of Directors for it to make decisions on such issues

The Auditing Committee is a permanent elective body of the Company, exercising periodic control over the financial and economic activities of the Company, and the activities of its management bodies and officers.

Its activities are regulated by the Charter and the Regulation on Auditing Committee of MTS PJSC

For more information see official website.

The Internal Control and Audit Unit is an independent structural subdivision of MTS PJSC and consists of the Internal Audit Department, Control Department, Methodology and Coordination Department.

For more information see official website.

The Head of the Internal Control and Audit Unit is the Director for Internal Control and Audit who is functionally subordinated to the Board of Directors of MTS PJSC, and administratively subordinated directly to the President of MTS PJSC.

For more information see official website.

The objectives, tasks, obligations, principles of functioning and powers of the Internal Control and Audit Unit are set in the “Internal Control and Audit” Policy. The Internal Control and Audit Unit carries out its activities while complying with the mandatory guidance of the international Institute of Internal Auditors, which includes the Main Principles of Professional Practice of Internal Audit, Code of Ethics, International Professional Standards of Internal Audit and Internal Audit Definition.

The Internal Control Systems Department is a business unit, which is included in the Finance Unit of MTS PJSC Corporate Center and is comprised of the Department for Developing ICS in Key Business, theDepartment for Developing ICS in Integrated Business, the Department for Developing ICS in Financial Technologies and Commerce, Groups for ICS Certification and General Methodology. The Department of Internal Control Systems is headed by the department director, who is directly subordinated to the Management Board Member, Vice-President for Finance, Investments, Mergers and Acquisitions of MTS PJSC and is accountable to the Audit Committee under the Board of Directors of MTS PJSC.

The Department of Compliance and Business Ethics is an independent business unit consisting of the Department for Risk Assessment and Operational Support, the Group for Transaction Compliance and Integration of Compliance in subsidiaries, a Center for Interaction with Regulators, a Functional Group for Statutory Regulation, a Functional Group for Internal Investigations, and a Functional Group for Compliance in Communications and Training. The Vice President for Business Ethics and Compliance is directly subordinate to the President of MTS PJSC and is accountable to the Audit Committee of the Board of Directors and the Board of Directors of MTS PJSC.

The activities of the department are regulated by the Regulations on the Department of Compliance and Business Ethics

Independent assessment of reliability of accounting (financial) statements of the Company.

In order to audit and approve the annual financial statements of the Company, the General Meeting of Shareholders annually approves the Auditor