Regulations on the corporate communications service. Job description of the head of the corporate governance department of the property relations and territorial planning department. Principles of corporate information policy

6. The Corporate Communications Service has the right:
1) request, in the prescribed manner, from the divisions of JSC Russian Railways information and materials necessary to perform the tasks assigned to the corporate communications service;
2) participate in meetings and other events held by divisions of JSC Russian Railways on issues within the competence of the corporate communications service;
3) conduct correspondence in accordance with the established procedure with divisions of JSC Russian Railways, organizations and citizens on issues within the competence of the corporate communications service;
4) issue, within the limits of their competence, instructional documents (letters, memos, etc.), mandatory for execution by the divisions of JSC Russian Railways;
5) exercise control over compliance with the legislation of the Russian Federation and the implementation of regulatory documents of JSC Russian Railways and the railway on issues within the competence of the corporate communications service;
6) exercise other rights in accordance with the legislation of the Russian Federation, regulatory documents of JSC Russian Railways and the railway.

IV. Work organization

7. The Corporate Communications Service is managed by the Head of the Corporate Communications Service, who is appointed to the position and dismissed from the position in the manner established by JSC Russian Railways.
8. The head of the corporate communications service has a deputy, who is appointed to the position and dismissed from the position in the manner established by JSC Russian Railways.
9. The duties of the head of the corporate communications service in his absence are performed by his deputy.
10. The Corporate Communications Service carries out its work in cooperation with the divisions of JSC Russian Railways, as well as in the prescribed manner with government authorities of the constituent entities of the Russian Federation and municipal authorities.
11. Head of Corporate Communications Service:
1) organizes the work of the corporate communications service on the principle of unity of command and bears personal responsibility for the implementation of the tasks assigned to the corporate communications service;
2) represents JSC Russian Railways and the railway in the prescribed manner in state, public and other organizations on issues within the competence of the corporate communications service;
3) plans the work of the corporate communications service in accordance with the plans of JSC Russian Railways and the railway;
4) approves regulations on departments (sectors) of the corporate communications service, job descriptions of its employees and makes changes to them, if necessary;
5) monitors compliance by employees of the corporate communications service with labor and performance discipline;
6) submits proposals to the head of the railway on hiring and dismissal, as well as on the relocation of employees of the corporate communications service;
7) submits to the head of the railway proposals on the application of incentive measures to employees of the corporate communications service, as well as on the imposition of disciplinary sanctions on them in the manner established by the legislation of the Russian Federation;
8) organizes professional retraining and advanced training for employees of the corporate communications service.
12. Departments (sectors) of the corporate communications service perform their functions in accordance with these Regulations and the regulations on departments (sectors).
13. Employees of departments (sectors) of the corporate communications service are guided when performing their functions by these Regulations and their job descriptions.

Order

In order to implement a unified information policy and optimize the system of production and distribution of corporate printed media of JSC Russian Railways:

Approve the attached Regulations on the publication, financing and distribution of corporate printed media of the Russian Railways holding.

Establish that the minimum corporate order size for circulation of corporate newspapers of the Russian Railways holding is equal to 25 percent of the average number of employees in each division of the holding.

The decision on the size of the corporate order for subsidiaries of JSC Russian Railways is made by the Department of Management of Subsidiaries and Dependent Companies and the Department of Corporate Communications.

The Regulations on the publication, financing and distribution of corporate newspapers of JSC Russian Railways dated September 21, 2011 No. 241 shall be declared invalid.

President of JSC Russian Railways
IN AND. Yakunin

I. General provisions

1. These Regulations define the organizational, economic and legal basis for the publication, financing and distribution of newspapers, the founder of which is JSC Russian Railways (hereinafter referred to as corporate newspapers), and regulates related relations between JSC Russian Railways, its branches, and other structural divisions and OJSC "Newspaper "Gudok".

This Regulation may also be applied by subsidiaries of JSC Russian Railways (hereinafter referred to as subsidiaries).

2. Corporate newspapers are a tool for corporate communications of the Russian Railways holding company and are intended to convey information on various issues of its activities to employees of Russian Railways JSC, its branches and other structural divisions, subsidiaries, as well as to external audiences.

3. Every year, in the last quarter of the year, the editorial office of the Gudok newspaper, in accordance with the Concept of communication activities of the Russian Railways holding, forms and submits annual thematic plans for corporate newspapers for approval to the Corporate Communications Department.

4. The implementation of a unified information policy of the Russian Railways holding is ensured by supervisory bodies - the Central Editorial Council of corporate newspapers of the Russian Railways holding and the editorial councils of corporate newspapers of Russian Railways OJSC.

5. In order to coordinate the activities of corporate newspapers, the editorial office of the newspaper "Gudok" interacts with the Department of Corporate Communications, and at the regional level - with the corporate communications services of railways as authorized representatives of the founder. In the event of disagreements between the editorial offices of corporate newspapers and the corporate communications services of the railways, decisions on controversial issues are made by the management of the Corporate Communications Department and the editorial office of the Gudok newspaper.

II. Publishing corporate newspapers

6. The publisher of corporate newspapers on the basis of concluded publishing agreements is OJSC "Newspaper "Gudok".

7. Corporate newspapers are published by order of JSC Russian Railways, its branches and other structural divisions, as well as subsidiaries on the basis of relevant agreements concluded with JSC Newspaper Gudok.

8. Applications for corporate orders of copies of corporate newspapers of JSC Russian Railways are accepted by the Department of Corporate Communications and JSC Newspaper Gudok annually, no later than October 1.

9. The publication of corporate newspapers is carried out with the information support of JSC Russian Railways, its branches and other structural divisions, as well as subsidiaries, which provides journalists of corporate newspapers with the opportunity to:

a) participation in meetings, including conference calls, conferences and other production, social and cultural events and direct communication with officials of the Russian Railways holding company;

b) familiarization with documents (both regulatory and operational), with the exception of documents containing information constituting state, commercial or other secrets protected by law;

c) access to internal corporate communication channels, such as the Intranet, telegraph, telephone, intercom, etc., as well as to the facilities of the Russian Railways holding company. Access to objects and documents of subsidiaries is carried out on the basis of a request sent to the relevant company.

10. Electronic versions of corporate newspapers can be posted on the website of OJSC "Newspaper "Gudok" on the Internet (www.gudok.ru), as well as on the Intranet.

III. Financing of corporate newspapers

11. Financing of corporate newspapers in the amount corresponding to the approved corporate order is carried out at the expense of a consolidated estimate for the organization of projects and work in the field of corporate communications on the basis of concluding agreements for the supply of corporate newspapers between JSC "Newspaper "Gudok" and branches and other structural divisions of JSC "Russian Railways" ".

12. Subsidiaries independently determine the procedure and sources of financing for the approved corporate order. Expenses for the acquisition of corporate newspapers must be borne by subsidiaries within the limits provided for by the companies' budgets for the relevant period.

13. If the minimum size of a corporate order is exceeded, the heads of branches, other structural divisions of JSC Russian Railways and subsidiaries determine, if necessary, additional sources of financing.

IV. Supply, subscription and distribution of corporate newspapers

14. During the subscription campaign, contracts for the supply of corporate newspapers are concluded between branches, other structural divisions of JSC Russian Railways, subsidiaries and JSC Newspaper Gudok, as well as subscriptions to corporate newspapers are carried out in the branches of the Federal State Unitary Enterprise "Russian Post" and subscription agencies.

Subscription for the first half of the next year begins on September 1, for the second half of the current year - on April 1.

JSC "Newspaper "Gudok" not later than the specified period notifies JSC "Russian Railways", its branches, other structural divisions, subsidiaries, subscription agencies about the cost of subscription and the preliminary schedule of publications for each subscription period.

15. Supply contracts are concluded for a period of 1 year with the possibility of extension. The terms and conditions of such agreements must be agreed upon and signed before December 15.

16. Payment under supply contracts is made quarterly, before the 1st day of the first month of the quarter, in advance payments. Advance payment for the first quarter of the current year is made no later than January 15 of the current year on the terms of 100% prepayment of the quarterly circulation.

17. Subscription agreements are concluded with subscription agencies for a period of at least 6 months.

The conclusion of these contracts and registration of subscriptions for the first half of the year is completed by December 15, for the second half of the year - by June 15.

18. Delivery of corporate newspapers is carried out by the forces and means of the railways with the assistance of JSC FPC and structural divisions of JSC Russian Railways in the manner established for the delivery of official correspondence.

19. If it is impossible to ensure prompt delivery of corporate newspapers to a branch or other structural unit of JSC Russian Railways using the forces and means of the railway, then delivery of the newspaper is carried out by a third-party forwarding organization on a reimbursable basis or by JSC Newspaper Gudok on the basis of a delivery agreement.

20. Control over the delivery of corporate newspapers to their destinations is carried out by personnel management services or other railway services at the discretion of the heads of branches, other structural divisions of JSC Russian Railways, as well as subsidiaries.

Rostovenergo"

1. Introduction
2. Information about the Company
3. Principles and structure of corporate governance in the Company
3.1. Definition and principles
3.2. Internal documents
3.3. General corporate governance structure
4. Corporate governance practices implemented in the Company
4.1. Board of Directors
4.1.1. General provisions.
4.1.2. Composition of the Board of Directors
4.1.3. Requirements for a member of the Board of Directors
4.1.4. Combination with positions in other legal entities
4.1.5. Organization of the work of the Board of Directors
4.1.6. Chairman of the Board of Directors
4.2. CEO
4.3. Remuneration of the Board of Directors and the General Director
5. Shareholders of the Company
5.1. Shareholder rights and protection of shareholder rights
5.2. General Meeting of Shareholders
5.2.1. Preparing for the meeting
5.2.2. Holding a meeting
5.2.3. Meeting results
5.3. Dividend policy
6. Disclosure and transparency
6.1. Disclosure Policy and Practice
6.2. Financial statements
6.4. Ownership structure
7. Reform of the Society
8. Final provisions

1. INTRODUCTION

The goals of these Regulations on Corporate Governance (hereinafter referred to as the Regulations) are to improve and systematize the corporate governance of the open joint-stock company Energosbyt Rostovenergo (hereinafter referred to as the Company), ensure greater transparency of the Company's management and confirm the Company's continued readiness to follow the standards of good corporate governance. In particular:

The Company must be managed with an appropriate level of responsibility and accountability and in a manner that maximizes shareholder value;

The Board of Directors and executive bodies must work effectively, in the interests of the Company and its shareholders (including minority ones) and create conditions for sustainable growth of shareholder value;

There must be adequate disclosure, transparency, and effective risk management and internal control systems.

By adopting, periodically improving and strictly observing the provisions of these Regulations, the Company's charter and other internal documents, the Company confirms its intention to contribute to the development and improvement of the practice of proper corporate governance.

In order to further strengthen trust on the part of shareholders, employees, investors and the public, when developing these Regulations, the Company did not limit itself to the norms of Russian legislation and included in the Regulations additional provisions based on generally recognized Russian and international standards of corporate governance.

The Company assumes the obligations stipulated by these Regulations and undertakes to comply with the norms and principles established therein.

2. INFORMATION ABOUT THE COMPANY

Open joint stock company Energosbyt Rostovenergo (OJSC Energosbyt Rostovenergo) was created on January 11, 2005 as a result of reorganization.

The company is one of the largest energy companies in the Rostov region, whose shareholders are both Russian and foreign legal entities and individuals.

All information disclosed in one way or another is necessarily posted on the Company’s website on the Internet.

5.3. Dividend policy

The Company has an officially approved Regulation on the policy regarding the payment of dividends. The dividend policy is disclosed, among other things, on the Company’s website.

The procedure for determining the amount of dividends on preferred shares does not infringe on the rights of owners of ordinary shares. The Company's dividend policy provides for:

Creation of a transparent and understandable mechanism for determining the amount of dividends;

Ensuring the most convenient procedure for paying dividends for shareholders;

Measures to prevent incomplete or untimely payment of declared dividends.

6. DISCLOSURE AND TRANSPARENCY

6.1. Disclosure Policy and Practice

The policy of disclosing information about the Company implemented by the Company has the main goal of ensuring the highest degree of trust of shareholders, potential investors, counterparties and other interested parties in the Company by providing these persons with information about themselves, their activities and securities in an amount sufficient for these persons to accept justified and informed decisions regarding the Company and its securities.

The Company, when disclosing information about itself, is not limited to information the disclosure of which is provided for by the regulatory legal acts of the Russian Federation, and additionally discloses other information that ensures a high degree of transparency of the Company and contributes to achieving the goals of the information disclosure policy implemented by the Company.

The list of information disclosed by the Company, the procedure and timing of disclosure of information are determined by the Regulations on the Information Policy of Rostovenergo approved by the Board of Directors of the Company.”

When disclosing information, the Company is guided by the following principles:

The principle of completeness and reliability of disclosed information, in accordance with which the Company provides all interested parties with information that corresponds to reality, without shying away from disclosing negative information about itself, to the extent that allows one to form the most complete picture of the Company and the results of the Company’s activities;

Principle of information accessibility, according to which the Company, when disclosing information, uses channels for disseminating information about its activities, ensuring free and unburdened access for shareholders, creditors, potential investors and other interested parties to the disclosed information;

The principle of balanced information, which means that the Company’s information policy is based on a reasonable balance of the Company’s transparency for all interested parties on the one hand, and confidentiality on the other, in order to maximize the rights of shareholders to receive information about the Company’s activities, subject to the protection of information classified as confidential or insider information;

The principle of regularity and timeliness of information disclosure, which determines that the Company provides shareholders, creditors, potential investors and other interested parties with information about its activities within the time limits stipulated by the regulations of the Russian Federation and internal documents of the Company.

Information disclosed by the Company is published on the Company's website.

Responsibility for disclosure of information lies with the executive bodies of the Company. Members of the Board of Directors disclose to the Company information about themselves necessary for the Company to disclose information in accordance with the regulations of the Russian Federation and the Regulations on the Company’s information policy.

6.2. Financial statements

The Company maintains records and prepares financial statements in accordance with Russian accounting and financial reporting standards. The Company prepares summary (consolidated) statements and publishes such statements on the Company’s website.

The financial statements are accompanied by detailed notes that allow the recipient of such statements to correctly interpret the data on the financial results of the Company's activities. Financial information is supplemented by comments and analytical assessments of the Company's management, as well as the conclusion of the Company's auditor and the Audit Commission.

6.3. Control of financial and economic activities

The Company, recognizing the need to reduce the likelihood of events that negatively affect the company’s achievement of its goals and leading to losses, including for reasons of decision-making based on incorrect judgments, human errors, deliberate evasion of control, and also recognizing the high degree of shareholders’ need for protection of its investments and safety of the Company's assets, creates a system of control over financial and economic activities.

Internal control of financial and economic activities is focused on achieving the following goals:

Ensuring the completeness and reliability of financial, accounting, statistical management and other reporting;

Ensuring compliance with regulations of the Russian Federation, decisions of the Company’s management bodies and internal documents of the Company;

Ensuring the safety of the Company's assets;

Ensuring the fulfillment of the goals set by the Company in the most effective way;

Ensuring efficient and economical use of the Company's resources;

Ensuring timely identification and analysis of financial and operational risks that may have a significant negative impact on the achievement of the Company’s goals related to financial and economic activities.

The system of control over the financial and economic activities of the Company includes control procedures determined by the regulations of the Russian Federation, decisions of the General Meeting of Shareholders and the Board of Directors of the Company, as well as a set of bodies (divisions, persons) of the Company exercising internal control - the Audit Commission, the Board of Directors , as well as a separate structural unit (department for monitoring and analysis of the Company’s economic activities) authorized to exercise such control.

The functions, rights and obligations, responsibilities of the divisions operating in the Company are provided for by the organizational and administrative documents of the Company.

In order to ensure the systematic nature of control over the financial and economic activities of the Company, internal control procedures are carried out by the authorized division of the Company responsible for internal control, in interaction with other bodies and divisions of the Company.

6.4. Ownership structure

The Company ensures disclosure of information about the real owners of five or more percent of the Company's voting shares. The information disclosed by the Company also describes corporate relations in the group of companies. The Company strives to ensure transparency of the Company's share capital structure.

7. REFORMING SOCIETY

The need and main directions for reforming the electric power industry are determined by the regulatory legal acts of the Russian Federation.

The Company participates in the development of the concept of reform of the electric power industry, and also carries out corporate governance in order to implement the processes of reforming the electric power industry in the region.

The start to reform the electric power industry of the Russian Federation was given by Decree of the Government of the Russian Federation No. 000 of 01.01.2001. "On reforming the electric power industry of the Russian Federation", according to which the reform process covered the Russian joint-stock company of energy and electrification "UES of Russia" and its subsidiaries and dependent companies.

In pursuance of the Decree of the Government of the Russian Federation, Rostovenergo OJSC prepared a Reorganization Project for Rostovenergo OJSC, approved by the Board of Directors of RAO UES of Russia on June 26, 2002. (minutes No. 000), considering the legal mechanism and economic consequences of reforming OJSC Rostovenergo. The project envisaged the start of reform activities in September 2002, however, the lack of a regulatory framework for reforms at that time made its start within the specified time frame impossible.

During the period of one year, OJSC "Rostovenergo" carried out preparatory stage activities, which have now been completed: all real estate objects, in accordance with the schedule approved by the "UES of Russia", were registered with the Institution of Justice for the Rostov region, a separate accounting methodology was developed and implemented by type of activity (14 types), participation in more than 78 non-core and ineffective activities was terminated.

The adoption of a package of energy laws in March 2003, as well as a number of new provisions of the 5+5 Concept, revealed the need to introduce significant changes to the Reorganization Project of Rostovenergo OJSC.

The main goals of reforming the electric power industry are to increase the efficiency of energy enterprises and create conditions for the development of the industry based primarily on private investment, as well as attracting public investment in companies in the regulated sectors of the electric power industry.

When implementing reform processes, the Company strictly adheres to the following principles:

Ensuring reliability and uninterrupted power supply to consumers, compliance with energy security requirements;

Ensuring the rights of shareholders during corporate transformations;

Ensuring transparency of reform procedures and publicity of information about decisions taken by management bodies on all reform issues;

Improving the principles of corporate governance and bringing them to the best Russian and foreign standards;

Improving the Company's investment policy;

Transparency and fairness of valuation in asset transactions.

On September 26, 2003 (minutes No. 000), the Board of Directors of RAO UES of Russia approved a new version of the Project, which was approved by the Reform Committee of UES of Russia and was reviewed by the Russian Government Reform Commission.

06/30/2004. An extraordinary general meeting of shareholders was held on the issue of reorganization of the Company with the agenda: “On reorganization in the form of separation, on the procedure and conditions for separation, on the creation of new Companies, on the distribution of shares of the created Companies and on the procedure for such distribution, on approval of the separation balance sheet.” The extraordinary general meeting of shareholders decided to reorganize by separating:

generating company";

Rostovenergo company;

Rostovenergo";

Grid company Rostovenergo.

In connection with the reorganization of the Company, the necessary measures were taken to notify shareholders and creditors of the right to demand the repurchase of shares and early repayment of accounts payable, respectively. During the work, the risks of presentation were reduced to zero.

November 5, 2004 The first meetings of shareholders of the separated companies were held, which approved the Charters, members of the Boards of Directors, General Directors, and Audit Commissions of the new companies.

The interim separation balance sheet, forecast opening balance sheets, as well as the draft division of the non-residential reserves were agreed upon with the main shareholders. 01/11/2005 the state registration of the generating company "Rostovenergo", the Rostovenergo company was carried out, the state registration of the grid company Rostovenergo" in accordance with the decision of "UES of Russia" was transferred to 04/01/2005

In the process of reform, qualitative changes in the structure of the industry are taking place, aimed at creating market mechanisms for relationships between its subjects and attracting private investment into the industry. In order to ensure the reform of the Russian electric power industry and solve the problems of reform, the Company is actively developing and implementing a set of measures to change the structure and restructuring of the Company.

In this regard, corporate mechanisms and procedures for implementing all changes acquire special importance in the context of reform. The Company ensures the transparency of such transformations and their implementation in strict accordance with the legislation of the Russian Federation, the Charter and internal documents of the Company.

The most important priorities in the process of such transformations for the Company are to ensure control by shareholders over the progress of transformations, as well as ensuring the participation of shareholders in decision-making on issues affecting their legal rights and interests.

The Board of Directors of the Company, which considers the most important issues of reform, is formed, among other things, from representatives of the state, minority shareholders, and management of the Company.

These corporate governance tools are designed to establish an effective dialogue and multilateral discussion of the most important reform issues by all interested parties. The purpose of such dialogue is to develop mutually acceptable solutions at the Company level.

The corporate policy and practice of corporate governance pursued by the company should contribute to the successful implementation of the goals and objectives of reforming the electric power industry.

8. FINAL PROVISIONS

These Regulations come into force from the moment of its approval by the Board of Directors of the Company.

APPROVED by the decision of the Board of Directors of Open Joint Stock Company "______________" Minutes No. ____ dated "___"_________ 200__

REGULATIONS on the Corporate Governance Committee of the Board of Directors of the Open Joint Stock Company "______________________"

1. General Provisions

1.1. The Regulations on the Corporate Governance Committee of the Board of Directors of the Open Joint Stock Company "_____________" were prepared in accordance with the legislation of the Russian Federation, the Code of Corporate Conduct dated April 4, 2002, the Charter of the Open Joint Stock Company "___________" (hereinafter referred to as the "Company"), and the Regulations on the Board directors of the Open Joint Stock Company "______________".

1.2. The Corporate Governance Committee of the Board of Directors of the Company (hereinafter referred to as the “Corporate Governance Committee” or the “Committee”) was created to analyze the effectiveness of corporate governance in the Company and prepare recommendations to the Board of Directors of the Company when making decisions on this issue.

1.3. In its activities, the Corporate Governance Committee is fully accountable to the Board of Directors of the Company.

1.4. The Corporate Governance Committee acts within the powers granted to it in accordance with these Regulations.

1.5. In its activities, the Corporate Governance Committee is guided by the legislation of the Russian Federation, the Charter of the Company, the Regulations on the Board of Directors of the Company, decisions of the Board of Directors, these Regulations and other internal documents of the Company approved by the General Meeting of Shareholders and the Board of Directors of the Company, as well as decisions of the Corporate Governance Committee.

1.6. Terms used but not defined in these Regulations are used in the sense in which they are used in the Charter of the Company and the Regulations on the Board of Directors of the Company, unless otherwise provided by these Regulations.

2. Goals and objectives of the Corporate Governance Committee

2.1. The main purpose of creating the Corporate Governance Committee is to ensure the most effective implementation by the Board of Directors of the Company of the functions assigned to it by developing and submitting recommendations to the Board of Directors of the Company on issues within the competence of the Corporate Governance Committee.

2.2. The Committee, carrying out activities in accordance with its competence, in order to carry out the functions provided for in the Regulations and provide relevant recommendations to the Board of Directors of the Company, carries out joint work with the structural divisions of the Company.

3. Competence of the Corporate Governance Committee

3.1. In order to objectively inform the members of the Board of Directors of the Company, the Corporate Governance Committee, in accordance with the tasks assigned to it, is vested with the following powers within the competence of the Board of Directors of the Company:

3.1.1) monitoring compliance by the Company and its management with current legislation and internal documents of the Company;

3.1.3) preliminary consideration of issues related to the preparation of General Meetings of Shareholders of the Company;

3.1.4) consideration of issues of the Company’s information policy and development of recommendations in this area;

3.1.5) consideration of issues related to the relationship of the Company with its dependent and subsidiary companies, and development of appropriate recommendations;

3.1.6) development of criteria for classifying members of the Board of Directors of the Company into one category or another (executive, non-executive, independent);

3.1.7) development of rules and procedures for assessing and resolving conflicts of interest in the activities of members of the Board of Directors of the Company and members of the executive bodies of the Company;

3.1.9) preliminary review of the Company’s reporting provided to shareholders and investors (annual report, quarterly report, etc.);

Increasing the authorized capital;

Share splits and consolidations;

Acquisition of placed securities;

Bond placements;

3.1.12) preparation of recommendations to the Board of Directors of the Company regarding the proposed reorganization of the Company, including the conditions, procedure and timing of such reorganization, for subsequent submission of this issue for discussion at the General Meeting of Shareholders of the Company;

3.1.13) preparation of recommendations to the Board of Directors of the Company regarding participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations for subsequent submission of this issue for discussion at the General Meeting of Shareholders of the Company;

4. Formation of the Corporate Governance Committee

4.1. The Corporate Governance Committee consists of ___ (________) people, ___ of whom must be elected from among the members of the Board of Directors and ___ people - from among persons who are specialists in the field of competence of the Committee. The decision to elect members of the Committee is made by members of the Board of Directors of the Company by a simple majority of votes.

4.2. The Corporate Governance Committee elects the Chairman from among the members of the Board of Directors of the Company by a majority vote of the members of the Committee who are members of the Board of Directors of the Company.

4.3. Meetings of the Corporate Governance Committee are held at least once a month. The schedule of Committee meetings for the quarter is preliminarily approved by the Chairman of the Committee and brought to the attention of its members. Minutes are kept at the Committee meeting. The Chairman is responsible for drawing up the minutes of the Committee meeting. Each member of the Company's Board of Directors has the right to put issues on the agenda of the Committee meeting. Each member of the Committee has the right to demand from any official of the Company the immediate provision of documents and information relating to the activities of the Company.

4.4. Members of the Corporate Governance Committee may be elected an unlimited number of times.

4.5. The powers of a member of the Corporate Governance Committee are terminated in the following cases:

4.5.1. expiration (termination) of powers of the relevant Board of Directors of the Company;

4.5.2. resignation of a member of the Corporate Governance Committee. A member of the Corporate Governance Committee has the right to resign as a member of the Committee by notifying the Chairman of the Board of Directors and the Chairman of the Corporate Governance Committee by sending a corresponding written statement 1 (one) month before the date of resignation;

4.5.3. if the powers of a Committee member are terminated by decision of the Board of Directors of the Company.

4.6. If the powers of a member of the Corporate Governance Committee are terminated by virtue of clause 4.5.2 of these Regulations, then no later than 1 (one) month from the date the said member of the Committee sent a written application to resign as a member of the Committee, the Chairman of the Board of Directors of the Company must convene a meeting of the Board of Directors of the Company to appoint a new member of the Committee. Until this moment, the member of the Corporate Governance Committee continues to perform his duties in full.

4.7. If the powers of a member of the Corporate Governance Committee are terminated by virtue of clauses 4.5.1 and 4.5.3 of these Regulations, the Board of Directors shall appoint a new member (new members) of the Committee within 2 (two) weeks.

4.8. When electing members of the Corporate Governance Committee, preference should be given to candidates with higher education in the field of law, economics and management, as well as experience in management positions.

5. Chairman of the Corporate Governance Committee

5.1. The Chairman of the Corporate Governance Committee organizes the work of the Committee, in particular:

5.1.1) convenes meetings of the Committee and presides over them;

5.1.2) based on the results of discussion with members of the Committee, approves the agenda of Committee meetings;

5.1.3) organizes the discussion of issues at Committee meetings, as well as hearing the opinions of persons invited to participate in the meeting;

5.1.4) maintains constant contacts with executive bodies, the Board of Directors of the Company, with the registrar of the Company, structural divisions of the Company, as well as with employees of the Company in order to obtain the most complete and reliable information necessary for the Committee to make decisions, and in order to ensure their effective interaction with the Board of Directors of the Company;

5.1.5) distributes responsibilities among the members of the Corporate Governance Committee;

5.1.6) develops a plan for regular meetings of the Committee for the current year, taking into account the plan for meetings of the Board of Directors of the Company;

5.1.7) also performs other functions that are provided for by the current legislation, the Charter of the Company, these Regulations and other internal documents of the Company.

6. Secretary of the Corporate Governance Committee

6.1. The Secretary of the Corporate Governance Committee is elected at a meeting of the Corporate Governance Committee by a qualified majority of 3/4 votes of the total number of votes of the Committee members.

6.2. The Secretary of the Corporate Governance Committee ensures the preparation and conduct of Committee meetings, collection and systematization of materials for meetings, timely sending to Committee members and invited persons notices of Committee meetings, agendas of meetings, materials on agenda items, recording of meetings, preparation of draft decisions of the Committee on corporate governance, as well as the subsequent storage of all relevant materials. The Secretary ensures that Committee members receive the necessary information.

7. Procedure for holding meetings of the Corporate Governance Committee

7.1. The meetings of the Corporate Governance Committee are chaired by the Chairman of the Committee. In the event of his absence at the meeting, the members of the Committee who are members of the Board of Directors of the Company elect the chairman of the meeting from among the present members of the Committee who are members of the Board of Directors of the Company.

7.2. A meeting of the Corporate Governance Committee is valid (has a quorum) if at least ___ (_________) members of the Committee took part in it. The presence of a quorum is determined by the Chairman of the Committee at the opening of the meeting. If there is no quorum to hold a meeting of the Committee, a repeat meeting of the Committee must be held within 5 (five) days with the same agenda.

7.3. Committee meetings are held exclusively in the form of joint presence of Committee members, and the written opinion of a Committee member on the agenda item is taken into account to determine the quorum and voting results, if it is received by the Committee Chairman by the time the Committee meeting begins.

7.4. Both Company employees and third parties may attend Committee meetings at the invitation of the Committee Chairman. Invited persons do not have the right to vote on issues on the agenda of the Committee meeting.

8. Procedure for making decisions by the Corporate Governance Committee

8.1. When resolving issues, each member of the Corporate Governance Committee has one vote.

8.3. Decisions of the Committee are made by a qualified majority of 3/4 votes of the total number of votes of all members of the Committee, unless otherwise provided by these Regulations.

9. Accountability of the Corporate Governance Committee to the Board of Directors of the Company

9.1. The Corporate Governance Committee submits an annual report on the results of its activities to the Board of Directors of the Company no later than 2 (two) months before the date of the annual General Meeting of Shareholders of the Company.

9.2. The Committee's report must contain information on the Committee's activities during the year, in particular:

9.2.1) on opinions and recommendations issued to the Board of Directors on various issues;

9.2.2) about identified violations in the implementation of corporate governance in the Company;

9.2.3) on proposals for improving the corporate governance system existing in the Company;

9.2.4) on legal or other professional services received from third parties and on compliance with the Committee’s budget;

9.2.5) on compliance with the meeting plan approved by the Committee.

The Committee's report may contain other material information at the discretion of the Corporate Governance Committee.

9.3. The Board of Directors of the Company considers the report of the Corporate Governance Committee at the next meeting of the Board of Directors of the Company, but no later than 1 (one) month before the date of the annual General Meeting of Shareholders of the Company.

9.4. The report of the Corporate Governance Committee is presented to the Board of Directors of the Company by the Chairman of the Committee.

9.5. The Board of Directors of the Company has the right to instruct the Corporate Governance Committee to provide an opinion on certain issues. In this case, the Board of Directors in its instructions must establish a reasonable time frame for its execution by the Corporate Governance Committee.

9.6. The Corporate Governance Committee has the right, at its discretion, to send its recommendations to the Board of Directors of the Company on any issue within its competence, and in cases provided for by these Regulations, is obliged to prepare a conclusion for the Board of Directors.

9.7. The Board of Directors of the Company has the right at any time during the year to request the Corporate Governance Committee to provide a report on the current activities of the Committee. The timing of the preparation and submission of such a report is determined by a decision of the Company’s Board of Directors.

10. Interaction of the Committee with the Company’s bodies and other persons

10.1. Since members of the Committee must have access to the necessary information to ensure effective work, members of executive bodies, the apparatus of the Board of Directors of the Company, heads of structural divisions of the Company, as well as other employees of the Company, at the request of the Committee, are obliged to provide complete and reliable information and documents on issues within the competence of the Corporate Governance Committee. The request to provide information and documents is made in writing signed by the Chairman of the Corporate Governance Committee.

10.2. If necessary, experts and specialists who have the necessary professional knowledge to consider certain issues within the scope of the activities of the Corporate Governance Committee may be involved in the work of the Committee. The procedure and conditions for attracting experts and specialists to the work of the Committee are determined by an agreement concluded by the Company with such persons.

11. Inside information

11.1. Insider information is material information about the activities of the Company, shares and other securities of the Company and transactions with them, which is not publicly available and the disclosure of which may have a significant impact on the market value of shares and other securities of the Company.

11.2. Members of the Corporate Governance Committee do not have the right to use for personal purposes or disclose insider and other confidential information.

12. Ensuring the activities of the Corporate Governance Committee

12.1. To ensure the activities of the Committee for Corporate Budget Management of the Company, funding for the activities of the Committee is provided within the budget of the Board of Directors of the Company.

12.2. Proposals on the size of the Committee's budget are formed at the first meeting of the Committee and sent to the Board of Directors.

13. Approval and amendment of these Regulations

13.1. These Regulations, as well as all additions and amendments to it, are approved by the Board of Directors of the Company by a majority vote of the total number of members of the Board of Directors of the Company.

13.2. All issues not regulated in these Regulations are regulated by the Charter, Regulations on the Board of Directors of the Company, other internal documents of the Company and current legislation.

13.3. If, as a result of changes in the legislation and regulations of the Russian Federation, certain articles of these Regulations come into conflict with them, these articles lose force and until changes are made to these Regulations, members of the Corporate Governance Committee are guided in their activities by the laws and regulations of the Russian Federation.

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1 APPROVED by the Decision of the Board of Directors of PJSC MGTS Minutes of the year Chairman REGULATIONS ON THE CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF THE MOSCOW CITY TELEPHONE NETWORK PUBLIC JOINT STOCK COMPANY Moscow 2015

2 - 2 - CONCEPTS AND CONVENTIONS: Society DK Committee Public Joint Stock Company "Moscow City Telephone Network" Subsidiary company of the Company Corporate Governance Committee of the Board of Directors of the Company 1. GENERAL PROVISIONS 1.1. These Regulations define the status, tasks and functions of the Committee, the procedure for its formation and termination of powers, the rights and obligations of its members, the procedure for organizing work and making decisions. The Committee is a collegial advisory body of the Board of Directors of the Company, subordinate to the Board of Directors of the Company. The Committee is not a management body of the Company; through the Committee, the Company does not assume civil rights and obligations. The purpose of the Committee is to develop recommendations for the Board of Directors of the Company on the formation of an effective corporate governance system in the Company that complies with international standards, contributes to increased management efficiency, guarantees the protection of rights and interests of shareholders, ensuring an increase in the investment attractiveness of the Company's securities, as well as the level of assessment of corporate governance by the professional community, reducing the cost of borrowing, increasing the efficiency of interaction between the Board of Directors and the management of the Company. The Committee carries out preliminary study of issues considered at meetings of the Board of Directors of the Company in the field of corporate management. The decisions of the Committee are advisory in nature for the Board of Directors of the Company. In their activities, members of the Committee are guided by the current legislation, the Charter and internal documents of the Company, the Code of Corporate Conduct, decisions of the management bodies of the Company and these Regulations. Objectives of the Committee: 2. TASKS AND FUNCTIONS OF THE COMMITTEE development and improvement of corporate governance in Society; coordination and assistance in improving corporate governance practices in DCs; monitoring compliance by the Company and the DC with the requirements of current legislation, the Company's charter, internal regulatory documents regulating corporate governance issues;

3 prevention and resolution of corporate, ethical conflicts and conflicts of interest; monitoring the implementation of decisions made by the Board of Directors on corporate governance issues. Functions of the Committee: In the field of development and improvement of corporate behavior (governance) in the Company, the Committee: considers the draft Code of Corporate Conduct of the Company, amendments and additions to it; organizes the development and considers amendments and additions to the Company's Charter and DC, draft internal regulatory documents of the Company regulating the competence and activities of management bodies, compliance with corporate conduct procedures; together with the Nomination and Remuneration Committee of the Board of Directors of the Company, forms proposals for the Board of Directors and organizes an annual assessment of the work of the Board of Directors of the Company; develops proposals to improve the efficiency of the work of the Company’s Board of Directors; develops and approves plans for the development of corporate governance in the Company; forms the information policy of the Company in relation to the forms, methods and volumes of voluntarily disclosed information about the activities of the Company; monitors compliance with the requirements of the Company's information policy; organizes the preparation of the Company's Annual Report for the annual General Meeting of Shareholders of the Company; monitors compliance with the requirements of the Code of Corporate Conduct and the Code of Ethics of the Company; approves programs in the field of corporate social responsibility; organizes training for members of the Board of Directors of the Company, ensures that members of the Board of Directors receive up-to-date information on issues of corporate law and governance; considers proposals for the development of corporate culture; develops recommendations to the Board of Directors regarding the candidacy of the Corporate Secretary and the terms of the agreement with him; prepares conclusions regarding the candidacy of an independent registrar and the terms of the contract with him In the field of coordination and assistance in improving the practice of corporate governance in the DC, the Committee: monitors and assesses the level of corporate governance in the DC;

4 prepares recommendations for improving the corporate governance function in the DC In the field of monitoring the Company’s compliance with the requirements of the current legislation, the Company Charter, internal regulations governing corporate governance issues, the Committee: monitors compliance with the requirements of the current legislation, the Company Charter, internal regulations in terms of compliance with procedures corporate behavior in the Company and its DCs; controls transactions made with the Company's shares by members of the Board of Directors, officials, and other persons possessing insider information; ensures completion of the procedure for assigning a corporate governance rating and analysis of its results; monitors the results of research in the field of corporate governance, social responsibility, and transparency in order to make appropriate adjustments to the Company’s corporate governance development plans. In the field of prevention and resolution of corporate conflicts and conflicts of interest, the Committee: assesses the risks of corporate conflicts and approves action plans to reduce such risks; considers requests and statements from the Company's employees, shareholders, and other interested parties regarding identified or suspected violations by the Company's officials of the requirements of the law, internal regulations of the Company, and accepted ethical standards; evaluates the effectiveness of procedures adopted by the Company for identifying affiliates, transactions classified as major transactions, interested-party transactions, and other transactions subject to approval by the Board of Directors and the general meeting of shareholders of the Company in accordance with the Charter. The Committee’s competence may also include preliminary consideration of other issues and projects decisions of the Board of Directors of the Company affecting the significant interests of the shareholders of the Company. 3. COMPOSITION OF THE COMMITTEE AND THE PROCEDURE FOR ITS FORMATION 3.1. The composition of the Committee is made up of members of the Board of Directors, Company employees and external specialists. Members of the Committee can only be individuals. The Committee consists of at least 4 (Four) members. The quantitative composition of the Committee is approved by a decision of the Board of Directors. Candidates to the Committee are nominated by members of the Board of Directors.

5 - 5 - The personal composition of the Committee is approved by the Board of Directors of the Company by a simple majority of votes. Issues regarding the approval of the quantitative and personal composition of the Committee of the Board of Directors, as a rule, are subject to consideration at the first meeting of the Board of Directors of the Company, elected in a new composition. The powers of the Committee members terminate upon the termination of the powers of the members of the Board of Directors of the Company. The Board of Directors appoints the Chairman of the Committee responsible for managing the activities of the Committee. In the absence of the Chairman of the Committee, his functions are performed by one of the members of the Committee, by decision of the members of the Committee. Employees of the Company, representatives of shareholders, as well as other persons (specialists, experts, etc.) The powers of any member of the Committee may be terminated at any time by a decision of the Board of Directors adopted on the initiative of members of the Board of Directors, the Chairman of the Committee, as well as a member of the Committee. The Chairman of the Committee, as well as members of the Committee may resign relinquish his powers by sending a statement to this effect to the Chairman of the Board of Directors of the Company and the Chairman of the Committee. 4. RIGHTS AND OBLIGATIONS OF COMMITTEE MEMBERS 4.1. Members of the Committee have the right to: request and receive Company documents from officials of the Company within the competence of the Committee; request information and explanations from officials of the Company on any issues within the competence of the Committee; demand the convening of a meeting of the Committee, submit issues for consideration by the Committee; demand that your dissenting opinion be included in the minutes of the Committee meeting; in agreement with the Chairman of the Committee, use the services of external consultants. Members of the Committee are obliged to: attend (participate in) meetings of the Committee and take an active part in the preparation and discussion of issues considered at meetings of the Committee; participate in the decision-making of the Committee by voting on issues on the agenda of its meetings; make informed decisions, for which purpose study all the necessary information (materials), conduct investigations and bring to the attention

6 - 6 - all members of the Committee all information relevant to the decisions made; inform the Chairman of the Committee about the impossibility of personal participation in the next meeting, indicating the reasons; when making decisions, act in good faith and reasonably in the interests of the Company's shareholders and all interested parties; carry out instructions from the Chairman of the Committee; in accordance with the requirements of the Company’s internal documents, not to disclose information that has become known to them relating to confidential information and trade secrets, to maintain the confidentiality of the issues discussed, not to disclose insider information to third parties and not to use such information for personal purposes and for the purposes of their affiliates, agree with the Chairman The Board of Directors and the Chairman of the Committee any of their actions performed on behalf of the Company or the Committee If it is necessary to attract external consultants, the Committee has the right to make proposals for adjustments (changes, additions) to the relevant items of the Company’s budget Members of the Committee are responsible to the Board of Directors of the Company for the quality and results of the implementation of decisions Committee or instructions of the Chairman of the Committee. 5. CHAIRMAN AND SECRETARY OF THE COMMITTEE 5.1. The Chairman of the Committee is responsible for the results of the work of the Committee and the achievement of the goals set for it. The Chairman of the Committee: ensures the development and submission of the Committee's Work Plan for approval by the Committee; organizes the work and convenes meetings of the Committee, presides over them; determines the form, date, time, place and agenda of the Committee meetings; determines the list of persons invited to participate in the Committee meeting; organizes the keeping of minutes of the Committee meetings and signs the minutes of the Committee meetings; distributes responsibilities among Committee members; gives instructions to members of the Committee related to the need for a more detailed study of issues and preparation of materials for consideration at a meeting of the Committee; reports to the Board of Directors of the Company on the results of the Committee’s work;

7 monitors the implementation of decisions made; performs other functions arising from the goals and essence of the Committee’s activities. The Secretary of the Committee is approved by a decision of the Committee upon the proposal of the Chairman of the Committee. Within the scope of his powers, the Secretary of the Committee: prepares a Work Plan for the Committee based on proposals from members and the Chairman of the Committee; in agreement with the Chairman of the Committee, prepares and sends to Committee members notifications about upcoming meetings and materials on agenda items submitted by responsible persons; collects voting ballots in the event of an absentee meeting of the Committee; prepares draft minutes of the Committee meeting, prepares and signs extracts from the minutes of Committee meetings; organizes the storage of copies of minutes and materials of Committee meetings, if necessary, at the request of interested parties; carries out instructions from the Chairman of the Committee. 6. ORGANIZATION OF THE COMMITTEE’S WORK 6.1. The Committee carries out its activities on the basis of these Regulations and the Committee’s Work Plan approved in accordance with the paragraphs of these Regulations. The Committee’s work plan is drawn up taking into account the work plan of the Board of Directors and proposals of the Chairman, as well as members of the Committee for a period of one calendar year. The Committee’s work plan is subject to approval, as a rule, at the first meeting of the Committee elected in a new composition. Committee meetings are held in accordance with the Committee’s Work Plan, as well as as necessary, but at least 4 (Four) times a year. in particular, the following issues may be included: on improving corporate governance in the Company and its DCs; on compliance with the requirements of financial market regulators; on the progress of implementing the social responsibility strategy; on preliminary approval of the Company's annual report; on the preliminary approval of the Company’s social reporting; on preliminary consideration of the issue of convening the General Meeting of Shareholders; on the work of the Board of Directors and committees of the Board of Directors in the reporting year; on the Company's PR activities plan in the field of corporate governance;

8 on the results of activities of the Boards of Directors of DCs; on approval of the Committee's report; on compliance with the recommendations of the Code of Corporate Conduct; on approval of the Committee’s work plan; 6.5. The Committee's work plan may be changed by decision of the Committee based on proposals received from members of the Committee. By decision of the Chairman of the Committee, other persons may be invited to participate in the meeting. Members of the Board of Directors who are not members of the Committee have the right to participate in any meeting of the Committee. 7. PROCEDURE FOR CONDUCTING COMMITTEE MEETINGS 7.1. Notification of the upcoming meeting of the Committee is sent by the Secretary of the Committee by email to the members of the Committee no later than 5 (Five) working days before the date of the meeting. Materials on the agenda items of the Committee meeting are provided no later than 3 (Three) working days before the date of the meeting to the Committee Secretary by the person responsible for preparing the issue, in the form of a presentation or other form. Materials on agenda items must contain the necessary and sufficient amount of information to allow Committee members to make an informed and objective decision on the agenda item. Distribution of materials to members of the Committee must be carried out by the Secretary of the Committee no later than 2 (Two) working days before the date of the Committee meeting. In the event that the deadlines for distribution of materials to members of the Committee provided for in paragraph 7.1 of these Regulations cannot be met due to the lack of materials (inadequate quality preparation of materials) on agenda items, the Secretary of the Committee must immediately notify the Chairman of the Committee about this with a proposal to exclude the relevant issue(s) from the agenda of the Committee meeting. Based on the results of consideration of materials, the Chairman of the Committee has the right to make a decision to exclude the relevant issue (issues) from the agenda of the meeting, cancel or postpone the meeting of the Committee. A notice of the exclusion of the relevant issue(s) from the agenda, cancellation or postponement of a Committee meeting on behalf of the Chairman is prepared by the Committee Secretary and sent to the Committee members no later than one day before the scheduled date of the Committee meeting. In exceptional cases, by decision of the Committee Chairman, notification of holding the Committee meeting and materials on the agenda no later than one business day before the date of the meeting Committee meetings may be held in the form of joint presence of Committee members (in-person meeting) or, in exceptional cases, in the form of absentee voting on the meeting agenda (absentee meeting) A meeting of the Committee is valid (has a quorum) if a majority of the elected members of the Committee are present (participating) at the meeting.

9 An in-person meeting of the Committee is opened by the Chairman of the Committee. The Secretary of the Committee determines the presence of a quorum for holding an in-person meeting of the Committee. When determining a quorum, the participation of a Committee member in a meeting through audio and video conferencing, telephone communication is taken into account. When determining the quorum and voting results on issues on the agenda of an in-person meeting of the Committee, the written opinion of a Committee member who is absent from the Committee meeting is taken into account. A written opinion must be signed by a member of the Committee and contain a transcript of the signature. A written opinion of a Committee member may contain his vote both on all issues on the agenda of the meeting and on individual issues. The written opinion must clearly express the position of the Committee member on the agenda item (for, against, abstained). The written opinion of a Committee member is taken into account only when determining the quorum and voting results on agenda items on which it contains a vote of a Committee member. If a copy of the written opinion of a Committee member was not included in the information (materials) provided to Committee members for the meeting, then the Committee Chairman is obliged to read written opinion of a Committee member who is absent from the Committee meeting before voting on the agenda item on which this opinion is presented. The Chairman of the Committee at a physical meeting informs those present about the presence of a quorum for the Committee meeting and announces the agenda of the meeting. In the absence of a quorum, the meeting is declared unauthorized. In this case, the Chairman of the Committee makes one of the following decisions: a) through consultations with persons present at the meeting, determines the time to which the start of the meeting is postponed; b) determines the date of the next meeting of the Committee, the agenda of which includes issues to be considered; c) includes issues that should be considered at a failed meeting of the Committee on the agenda of the next scheduled meeting of the Committee. The decision to hold a meeting of the Committee in the form of absentee voting is made by the Chairman of the Committee. When holding an absentee meeting of the Committee, ballots are sent to members of the Committee along with materials on the agenda items of the meeting for voting, compiled in accordance with Appendix 1 to these Regulations When filling out a voting ballot by a member of the Committee, for each issue put to a vote, only one of the possible voting options must be left uncrossed (for, against, abstained) ). The completed voting ballot must be signed by a member of the Committee indicating his last name and initials.

10 A completed and signed voting ballot must be submitted by a member of the Committee no later than the closing date and time for receiving the ballot to the Committee Secretary in the original, by fax or scanned by email, followed by sending the original ballot to the address specified in the notice of the Committee meeting Members of the Committee whose completed voting ballots were received by the Committee Secretary no later than the closing date and time for receiving ballots are considered to have taken part in the absentee meeting. A voting ballot filled out in violation of the requirements specified in paragraph of these Regulations is not taken into account when counting votes regarding the relevant issue agenda An unsigned voting ballot, as well as a ballot received by the Company after the expiration of the period specified in the notice, is not taken into account when determining a quorum, counting votes and summing up the results of absentee voting. If the ballot filled out by a member of the Committee on one or more issues of the agenda of the Committee meeting If various voting options are left, then such a ballot is declared invalid and is not taken into account when determining the voting results in terms of voting on the specified issue(s) on the agenda of the Committee meeting. Decisions at Committee meetings are made by a simple majority of votes of the elected members of the Committee. When making decisions at a meeting, each member of the Committee has one vote. The transfer of a vote by one member of the Committee to another member of the Committee or another person is not permitted. Based on the results of the Committee meeting, the Secretary draws up minutes of the meeting. The minutes of the Committee meeting shall indicate: a) date, time and place of the meeting; b) the composition of the meeting participants, including Committee members and invited persons; c) agenda of the meeting; d) suggestions and comments made during the discussion of the issues under consideration; e) voting results on the issues under consideration and decisions made The draft minutes of the Committee meeting are drawn up by the Committee Secretary no later than 2 (Two) working days after the date of the meeting. The draft minutes of the meeting, agreed upon with the Chairman of the Committee, are sent by the Secretary of the Committee by e-mail to the members of the Committee. Based on the results of consideration of the draft minutes on the day of its submission, members of the Committee have the right to send their motivated proposals for additions (changes) to the draft minutes of the meeting to the Secretary of the Committee. The Secretary of the Committee is obliged to bring proposals received from members to the attention of the Chairman of the Committee. The Chairman of the Committee, based on the results of consideration of proposals received within the deadlines provided above, has the right to decide to include additional information in the minutes of the meeting or to refuse to include this information in the minutes. The minutes of the Committee meeting agreed upon by the Chairman of the Committee are drawn up

11 and signed in one copy by the Chairman and Secretary of the Committee no later than 3 (Three) working days after the date of the meeting. Documents adopted (approved) by a decision of the Committee are attached to the minutes of the Committee meeting, and in the case of absentee voting, voting ballots. If a Committee member voted against a decision on any item on the agenda, he has the right to demand that his dissenting opinion be included in the minutes Committee meetings. A dissenting opinion contains the argumentation of a Committee member, explaining his position on the issue on the agenda. A dissenting opinion is prepared by a Committee member and sent to the Committee Secretary no later than the next working day after the date of the Committee meeting. A special opinion must be included in the minutes of the Committee meeting. The Secretary of the Committee sends copies of the minutes (extracts from the minutes) of the meeting in scanned form to all members of the Committee, the Secretary of the Board of Directors and appointed executives by e-mail no later than 2 (Two) business days after the date of signing the minutes The original minutes of the meeting attachments, as well as voting ballots (in case of an absentee meeting) are transferred for storage to the Secretary of the Board of Directors of the Company no later than 5 (Five) business days after its preparation and signing. Evaluation of the Committee’s work must be carried out on a regular basis at least once a year. The Committee annually approves and submits a report on the results of activities to the Board of Directors of the Company. Consideration and submission of a report on the results of the Committee’s activities, as a rule, should be carried out at the last meeting of the Committee before the General Meeting of Shareholders of the Company, the agenda of which includes the issue of electing a new Board of Directors of the Company. 8. FINAL PROVISIONS 8.1. These Regulations, as well as amendments and additions to it, are approved by a decision of the Board of Directors of the Company in the manner prescribed by the Charter and internal document of the Company regulating the activities of the Board of Directors of the Company Regulations on the Committee, information on the personnel of the Committee by decision of the Chairman of the Committee, agreed with the Chairman of the Board of Directors, may be posted on the Internet page used by the Company to disclose information. The Secretary of the Committee is responsible for organizing the placement and compliance of the information specified in this paragraph with the adopted decisions of the Board of Directors of the Company.

12 Appendix 1 CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC MGTS BALLOT for voting on the agenda items for the absentee meeting of the Corporate Governance Committee of the Board of Directors of PJSC MGTS Closing date and time for accepting voting ballots: Address for sending voting ballots: by fax or e-mail mail: followed by submission of the original to the Society at:. Agenda item: Decision: Options FOR AGAINST ABSTAINED voting: In the “Voting Options” column opposite the possible options (“FOR”, “AGAINST”, “ABSTAINED”), mark (circle) only one voting option. A voting ballot received after the expiration of the closing date and time for receiving ballots is considered invalid and is not taken into account when determining the voting results. Member of the Committee of the Board of Directors of PJSC MGTS signature Full name

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APPROVED by Order of the Federal Agency for State Property Management dated June 30, 2010 1202-r REGULATIONS on the Board of Directors of the Open Joint Stock Company "System Operator of the United

Contents 1. General provisions 4 2. Functions and competence of the Committee 4 3. Rights and obligations of the Committee 5 4. Composition and procedure for forming the Committee.. 5 5. Chairman of the Committee.... 6 6. Secretary of the Committee

APPROVED by the Decision of the Board of Directors of OJSC NOVATEK Minutes 43 dated March 24, 2005 REGULATIONS ON THE CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF AN OPEN JOINT STOCK COMPANY

APPROVED by the Decision of the General Annual Meeting of Shareholders of JSC Avangard Minutes 1 dated June 08, 2007 Chairman of the meeting V.P. Koveshnikov Secretary of the meeting Almazova A.V. Secretary of the meeting Bogdanov

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APPROVED by the decision of the Board of Directors of PJSC FGC UES on September 30, 2015 (minutes 285 dated October 02, 2015) (as amended by the decision of the Board of Directors of PJSC FGC UES on 10/03/2016, minutes dated 10/05/2016

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APPROVED by the Decision of the Supervisory Board of AK ALROSA (OJSC) on July 06, 2012 (Minutes of absentee voting 184) REGULATIONS on the Audit Committee under the Supervisory Board of the joint stock company ALROSA

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