Data on the Amount of Remuneration, Privileges and/or Reimbursement of Expenses for Each of the Issuer’s Governing Bodies
Data on the Amount of Remuneration including salaries, bonuses, commission, privileges and/or reimbursement of expenses as well as other property provisions paid by the Issuer during the last complete financial year for Each of the Issuer’s Governing Bodies (excl. the person acting as the Issuer’s individual executive organ) and data on existing agreements in respect of remunerations in the current fiscal year.
Description
|
Salary
|
Bonus
|
Commission, benefits, reimbursement of expenses, other property provisions
|
Total
|
2006
|
|
|
|
|
Members of the Board of Directors, RUR
|
0
|
0
|
14,655,402.80
|
14,655,402.80
|
Members of the Management Board*, RUR
|
49,755,297.69
|
9,902,280.28
|
14,652,367.27
|
74,309,945.24
|
* - Amount of remuneration paid to I. F. Ignatenko and G.A. Romsky who were the members of the Board of Directors and the Management Board in 2005 is included in the specified amount of remuneration paid to the members of the Management Board.
According to the Provisions on the Company’s Board of Directors approved by the Extraordinary General Shareholders' Meeting on January 21, 2003 (Minutes # 13) and amended on June 30, 2004 (Minutes of the Annual General Shareholders' Meeting # 15), June 30, 2005 (Minutes of the Annual General Shareholders' Meeting #16), June 27, 2006 (Minutes of the annual General Shareholders' Meeting # 17), June 26, 2007 (Minute No 18) remuneration of the members of the Board of Directors shall include quarterly and yearly remunerations.
1) Quarterly remuneration to each member of the Board of Directors shall be established in the amount of 200, 000 rubles.
Remuneration to the Chairman of the Board of Directors shall be set with a raising coefficient 1.5.
Remuneration to a member of the Board of Directors shall be cut down by:
30 percent – in case of his attendance at less than a half of the Board of Directors meetings held in the form of joint personal presence;
100 percent – in case of his attendance at less than a half of the held Board of Directors meetings.
Remuneration for the quarter, in which re-election of the Board of Directors was held, shall be paid to the members of the Board of Directors in proportion to the hours worked during the quarter.
2) The annual remuneration for the entire body of the Board of Directors of the Company shall be rated as a sum of:
percentage of the Company’s EBITDA for the reported year as per the Company’s financial statements in accordance with IFRS;
percentage of the Company’s net profit allocated to dividend payment according to the financial results of the reporting year;
The annual remuneration shall be distributed among all the directors by equal shares.
The annual remuneration to a member of the Board of Directors shall be reduced by 50 percent, should he attend less than a half of the Board of Directors meetings held during his term of office.
Percent of deductions for calculation of the annual remuneration shall be determined by the resolution of the General Shareholders’ Meeting electing the current membership of the Board of Directors.
The annual remuneration shall be paid to a member of the Board of Directors not later than three months after termination of the term of office of the current membership of the Board of Directors.
Should a member of the Board of Directors be also a member of a Board of Directors' Committee, the bonus of RUR 40 thousand shall be paid to him in addition to his quarterly remuneration; a member of the Board of Directors shall not be at the same time a member of more than two Committees of the Board of Directors.
This bonus for the Chairman of a Board of Directors’ Committee shall be rated by a raising factor 1.25.
The Issuer’s Annual General Shareholders' Meeting held on June 26, 2007 adopted the following resolutions (Minutes № 16 of June 26, 2007):
To approve the following rates of deductions for calculation of the annual remuneration to be paid to the members of the Board of Directors elected at the present Meeting
:
0.26% of the Company’s EBITDA for the reporting year as per the Company’s IFRS 2007 financial statements
;
0.78% of the Company’s net profit allocated to dividend payment according to 2007 financial results.
According to the Provisions on the Company’s Management Board approved by the Extraordinary General Shareholders' Meeting on January 21, 2003 (Minutes # 13) and amended on June 30, 2004 (Minutes of the Annual General Shareholders' Meeting # 15), June 27, 2006 (Minutes of the annual General Shareholders' Meeting # 17) size of remuneration and its distribution among the members of the Management Board shall be determined by the resolution of the Board of Directors of the Company.
According to the Provisions on the Remuneration to the Company’s Management Board approved by the Board of Directors on September 6, 2005 (Minutes # 6) remuneration to the members of the Management Board shall be paid on the basis of performance results for each quarter. Total amount of a quarterly remuneration to the members of the Management Board shall be determined by the resolution of the Board of Directors of the Company but shall not exceed 150,000 rubles to each member of the Management Board for a quarter.
Size of remuneration shall be calculated on the basis of the following characteristics:
-
execution of the basic planned economic parameters of the Company’s budget;
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fulfillment of the decisions taken by General Shareholders' Meetings and Board of Directors of the Company;
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quality of preparation of materials for the Board of Directors meetings.
The item on definition of the size of quarterly remuneration to the Management Board shall be without fail considered by the Personnel and Rewards Committee of UTK”s Board of Directors.
The sum of quarterly remuneration to the Management Board determined by the resolution of the Board of Directors shall be distributed equally among the members of the Management Board.
The Board of Directors can take a decision on reduction of the total amount of quarterly remuneration to each membership of the Management Board being in office during the quarter. Total amount of such reduction may reach 100% of the maximal size of quarterly remuneration to the members of the Company’s Management Board.
In addition, members of the Board of Directors and the Management Board of the Issuer who are the employees of "Southern Telecommunications Company" PJSC shall receive salaries and bonuses according to the staff list of "UTK" PJSC.
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