The General Meeting of Shareholders is the main governance body of Sistema.
The General Meeting of Shareholders is Sistema's supreme governance body. The laws of the Russian Federation on joint-stock companies and the provisions of Sistema's Charter and by-laws govern its operation. The General Meeting procedure aims to make sure Sistema respects the rights of shareholders, and observes all applicable legal requirements and best international practices in corporate governance.
Sistema makes information and materials for the meeting available to shareholders in Russian and English, and publishes them on its official website (www.sistema.ru and www.sistema.com). Along with the notice of the forthcoming meeting, shareholders receive voting ballots. General Meetings of Shareholders always take place near Sistema's headquarters.
Observing shareholders' rights
Sistema aims to ensure the maximum protection of shareholders' rights to participate in management process and receive profit. The fundamental rights of a shareholder in these areas include the right to take part in the work of the General Meeting of Shareholders, the right to vote on items in the agenda, and the right to obtain dividends.
To secure these rights, we circulate notice of the conduct of the General Meetings of Shareholders, and voting ballots, to all shareholders, at least 30 days before the meeting. Also, all materials covering the agenda items appear on Sistema's website in Russian and English (www.sistema.ru and www.sistema.com). The shareholder can fill out the ballot in advance, and mail it to Sistema at the address specified in the ballot. In this case, we will take into account the shareholder's vote when counting the voting results.
Depositary receipt holders may vote on the items of Shareholder Meeting agendas by proxy through Citibank, N.A., which Sistema uses as the depositary bank for the GDR programme:
Depositary Receipts Services,
Citibank, N.A. collects the votes of GDR holders (information on which Sistema discloses to the depositary) via clearing systems. Sistema includes these votes in the general voting ballot of the depositary, along with all votes cast for and against the proposed draft resolution, and any abstentions.
Each shareholder can also attend General Meetings of Shareholders in person or through a representative, and vote on agenda items directly.
An important guarantee of the shareholder's right to participate in running the company is the right to access documents that Sistema is obliged to retain in line with the provisions of the Federal Law On Joint-Stock Companies.To exercise this right, a shareholder should send a written request to Sistema's Corporate Secretary, asking for access to the documents he or she wishes to see. We then provide the documents to the shareholder at an agreed time.
Holders of material blocks of shares are entitled to make proposals on the agenda of the General Meeting of Shareholders, and to nominate candidates to the governance and control bodies (holders of 10% and more of voting shares also have the right to request an Extraordinary General Meeting of Shareholders). Sistema accepts proposals on the agenda of the Annual General Meeting of Shareholders, in writing, within 100 days of the end of the financial year. If an Extraordinary General Meeting of Shareholders is conducted, and its agenda contains an item on the election of the Board of Directors, holders of sufficient blocks of shares have the right to nominate candidates to the Board of Directors. Sistema must receive proposals to this effect no later than 30 days before the date of such a meeting. The Board of Directors studies shareholders' propositions and includes them in the agenda, as long as they meet the requirements of Russian law regarding general shareholder meetings.
To ensure the proper observance of shareholders' rights to Sistema's profits, we announce in advance the amount of dividends the Board of Directors recommends, along with the date it will make the shareholder register for the purposes of payment. Therefore, shareholders always have the opportunity to dispose of their shares, taking into account the expected dividend payments.