Audit Committee

Competence of the Audit Committee

To inform objectively and independently the members of the Company’s Board of Directors, the Committee is endued with the following functions according to the tasks imposed on it:

Consideration of the Company’s financial (accounting) reports:

1. consideration of the relevance and eligibility of the methods used under the bookkeeping maintenance and the principles for the Company’s financial (accounting) reports preparation;
2. preliminary consideration and analysis of the annual financial (accounting) reports on the Russian Accounting Standards (RAS), international financial reporting standards (IFRS) and the annual Report of the Company prior to their submission to consideration of the Company’s Board of Directors and the intermediary reports on RAS and IFRS before their disclosure;
3. estimate of the used information systems for the bookkeeping maintenance and preparation of the financial (accounting) reports;
4. consideration of the audit results together with the Company’s executive bodies and external auditors, including the results consideration of the audit procedures under carrying out of audit, lawfulness of the essential adjustments, made by the results of the external audit, remarks, contained in the findings of the Company’s auditor, and also measures undertaken by the Company by the results of audit and/or by the recommendations fulfillment of the Company’s auditor;
5. estimate of the findings of the Company’s auditor, confirming the authenticity of the Company’s annual financial (accounting) reports, composed according to RAS and IFRS. The estimate of the auditor’s findings carried out by the Committee in respect to the Company’s annual financial (accounting) reports, composed on RAS, is a constituent part of the information (materials) to the annual General Shareholders’ Meeting of the Company;
6. consideration of any known cases of unfair acts, disadvantages of the internal control procedures, together with the external auditor and a subdivision, implementing the internal control/audit of the Company, and also an estimate of their influence on the financial (accounting) reports.

Observance over functioning and improvement of the systems of the internal control and risks management in the Company:

1. preliminary consideration of the Company’s normative documents, defining the internal control procedures, organization and development of the systems of the internal control and risks management, prior to their approval by the Company’s Board of Directors and its executive bodies;
2. estimate of efficiency of the procedures of the internal control and risks management of the Company;
3. consideration and analysis of a report of the Company’s external auditor on a state of the internal control system;
4. consideration of the Company’s strategic and key risks and arrangements on their management by them;
5. consideration of the results and quality of the arrangements fulfillment developed by the Company’s executive body as to the control procedures improvement;
6. 6) preparation of the offers and recommendations concerning the development of the internal control and risks management system and the control procedures improvement.
7. analysis of the inspections’ results of the Company’s activities; the inspections are carried out by the state bodies.

Selection of an independent external auditor (auditors), an estimate of his/her (their) work, including:

1. estimate of the candidates for a position of the Company’s and SDEs’ external auditors, the conditions approval for a competition holding among the audit companies for the functions performing of an auditor (auditors);
2. recommendations preparation for the Board of Directors concerning a candidacy of the Company’s auditor (auditors) and a draft contract concluded with the auditor, including as to the issue of a remuneration paid out by the Company;
3. preliminary approval of a list, payment amount of the auditor’s and audit-related services;
4. analysis of an external auditor’s (auditors’) work, the recommendations giving to the Board of Directors concerning a choice, a repeated appointment of an external auditor (auditors) or a refusal from his/her services;

Supervision over the compliance assurance of the Company’s activities to the requirements of the Russian Federation’s legislation, industry-specific standards, internal normative documents, including the requirements on countermeasure to the unlawful use of the insider information and the market manipulation, and also the compliance to the requirements on control of the insider information, entrenched in EU Directive 2003/6/EU “On transactions of insiders and market manipulation (abusive practice in the market)”, since it’s realized in the legislation of the Great Britain:

1. consideration of the system of organization of the observance by the Company of the requirements and norms of the Russian Federation’s legislation and internal normative documents of the Company under the financial and economic activities carrying out;
2. consideration of the issues of organization of the observance by the Company of the legislation’s requirements on countermeasure to the unlawful use of the insider information and the market manipulation, reports on transactions, which are completed by persons, having a right to access the Company’s insider information, and also efficiency of the control procedures functioning on the control of the insider information usage;
3. consideration of the results of the inquisitions and measures undertaken by the Company as to a non-admission of the corporate fraud facts and countermeasure to the corrupt practices.

Till the moment of submission to consideration to the Company’s Board of Directors – a consideration of the reports of independent appraisers on carrying out an assessment of the property and the Company’s obligations under completion by the Company of the large transactions and other transactions, a decision on completion of which is taken by the Board of Directors, under the rights assignment for the Company’s property by another way.
Management by activities of a subdivision, implementing the functions of the Company’s internal control/audit, on basis of the functional accountability.

• Upon a decision of the Company’s Board of Directors, also other issues related to its competence, can be submitted to the Committee’s consideration.