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SUSTAINABILITY REPORT 2016 SUSTAINABILITY REPORT 2 2016 www.sistema.ru Contents
As a large investment company with >> Key indicators 4 a number of assets of principal >> Chairman’s statement 6 importance for Russian economy in >> Events calendar 10 several industries Sistema is able 1. STRATEGIC OVERVIEW to impact on millions of people. 18 >> 1.1. The Corporation profile 20 Acting as a responsible investor, >> 1.2. Responsible investment 30 the Corporation takes into account various ecological and 2. MANAGEMENT SYSTEM social aspects of its activity 40 >> 2.1. Corporate governance 42 and fully takes responsibility >> 2.2. Social responsibility 49 towards different stakeholders. management >> 2.3. HR management 57 >> 2.4. Business ethics 82 and anti-corruption efforts >> 2.5. Risk management 88 >> 2.6. Procurement 94 3
3. INVESTMENT IN SUSTAINABLE DEVELOPMENT 102 3.1. Contribution to Russia's economic development >> 3.1.1. Transition to innovative 105 economy: new technologies and development >> 3.1.2. Modernisation of infrastructure 114 and production facilities
3.2. Social and community projects >> 3.2.1. Development of territories 131 and communities >> 3.2.2. Expanding opportunities 137 for education and science
>> 3.2.3. Healthcare practices 148
3.3. Environmental protection >> 3.3.1. Rational models of 162 production and consumption >> 3.3.2. Increasing energy efficiency 170 >> 3.3.3. Taking care of nature 174 and biodiversity
ANNEX 179 >> Glossary and acronyms 188 >> Information about the Report 192 >> Awards and achievements 196
For more details, see: http://www.sistema.ru/ustoichivoe- razvitie/ SUSTAINABILITY REPORT 4 2016 www.sistema.ru
Key indicators
REVENUE OIBDA OPERATING INCOME
RUB 697.7 bn RUB 183.7 bn RUB 79.8bn
2016 697.7 2016 183.7 2016 79.8 2015 678.8 2015 173.8 2015 68.4 +2.78% +5.7% +16.67%
NUMBER OF PORTFOLIO SHARE OF SISTEMA TOTAL SISTEMA GROUP'S COMPANIES WHICH PAID IN THE RUSSIAN FEDERATION'S INVESTMENTS DIVIDENDS 1 GROSS INCOME
13 0.95 % RUB 161.4bn
2016 13 2016 0.95 2016 161.4 2015 9 2015 0.89 2015 165.4 +44.44% +0.06% -2.4%
(1) Excluding MTS (2) Comparable data without Targin and SG-trans, which were divested by Sistema Group in 2016 Key indicators 5
TAX PAYMENTS HEADCOUNT THE CORPORATION'S TO THE FEDERAL AND REGIONAL OF THE SISTEMA GROUP, REPRESENTATIVES IN THE LIST BUDGETS PEOPLE 2 OF TOP 1,000 RUSSIAN MANAGERS RUB 98.0bn 135,281 72 people people
2016 98.0 2016 135 281 2016 72 2015 88.2 2015 132 614 2015 39 +11.11% +2.01% +33 managers
SPENDING ON CHARITY AVERAGE LABOUR PRODUCTIVITY RANKING IN THE LIST AND SOCIAL PROGRAMMES IN SISTEMA GROUP OF RUSSIA'S LEADERS OF CORPORATE CHARITY RUB 1.7bn RUB 5.0m Third per person
2016 1.7 2016 5.0 2016 3 2015 1.5 2015 4.6 2015 5 +13.33% +8.7% +2 position SUSTAINABILITY REPORT 6 2016 www.sistema.ru
Chairman’s statement
G4-1 For more than 20 years, Sistema has been investing in the Russian economy, developing entire industries, creating new jobs, production facilities, products and technologies, and improving the quality of management and capitalisation of companies, as well as the productivity of enterprises and living standards of population. Sistema's companies contribute to the achievement of Russia's strategic targets, such as improving the telecommunications, power-grid and tourism infrastructure and the urban environment, enhancing the country's competitiveness and technology, food and drug safety and security, and improving the nation's health. Our activities are also consistent with the UN sustainable development goals, which determine the global agenda for the next 15 years.
Despite the difficult macroeconomic conditions, in 2016 we continued rapid development in all key areas, not only achieving good financial results but also increasing tax payments to the national budget and social, pension and health insurance funds by more than 10%.
Our investments in fixed assets over the past three years accounted for about 1.6% of all private capital investments in the Russian Federation, and in some industries the Corporation's contribution is much higher. Dear readers! The Group's companies accounted for 26% of total investment in telecommunications and for 20% We believe that transparency and openness to investors, of investment in manufacturing partners and all stakeholders is one of the main priorities of electronic components and radio systems. To date, LTE networks of our work, and social responsibility is a guarantee have been deployed practically all over Russia, and together with of long-term and sustainable development of our the world's leading manufacturers MTS has started testing solutions business, society and the markets in which we operate. for next-generation communication Chairman’s statement 7
networks (5G). Mikron, a subsidiary packaging, the demand for which is of Sistema's RTI Group, has Russia's steadily growing, but also decrease only microelectronic production the energy intensity of production based on 180-90-65 nm technology and create 140 new high-tech jobs % and is conducting research into for the residents of the city of + 45 nm technology. The plant Segezha, for which purpose Segezha 11 in Zelenograd produces over 400m Group already prepares young TAX PAYMENTS TO RUSSIA'S RFID tags, 50m bank microchips, specialists jointly with local education BUDGET SYSTEM, INCLUDING 30m bank cards and over 5m and employment authorities. PENSION, MEDICAL AND SOCIAL chips for biometric passports and SECURITY FUNDS. electronic documents annually. We have invested a total of about The company exports over RUB 20bn in the agricultural sector 500m microchips used in the in recent years, including acquisition manufacturing of electronic devices of agricultural assets and land, to Europe and Southeast Asia. which enabled Sistema to become one of the ten largest land owners % Our capital investments in the in Russia in early 2017. Rational use 1.6 forestry and pulp & paper industry of these resources without damage grew by 108% in 2015-2016 – i.e. to the environment will enable OF ALL PRIVATE CAPITAL four times faster than overall us to effectively solve the import INVESTMENTS IN THE RUSSIAN in the country – and exceeded substitution issues by increasing FEDERATION. 14% of the total investment in the the production of high-quality industry aimed at construction, organic domestic products in the reconstruction and expansion segments with the highest demand. of production facilities, and In 1990, milk consumption in Russia acquisition of new machinery reached 390 kg per capita, whereas and equipment. We launched today this figure has dropped to 235 a large-scale modernisation kg and even to 80-170 kg according programme at Segezha Group to some estimates, although it should % with an investment of about RUB be 300-330 kg per person according 26 40bn until 2021. A substantial part to the recommendations of the WHO of these funds has already been and Russian authorities. According OF TOTAL INVESTMENT invested, including about RUB 2.6bn to official data, domestic production IN TELECOMMUNICATIONS. for modernisation of the logging covers less than 80% of the country's fleet. We are investing even more needs for milk and dairy products, in construction of new facilities, and only 30% of the needs for including profound modernisation greenhouse vegetables and fruit. of the Segezha Pulp and Paper Mill % located in Karelia. We plan to spend Steppe AgroHolding is the industry up to RUB 14bn on the development leader by milk yield, demonstrating 20 of this major enterprise, of which results on a par with the best global OF TOTAL INVESTMENT about RUB 5bn have already been practices – more than 10 tonnes IN MANUFACTURING invested. The unique project a year per one cow, while the OF ELECTRONIC COMPONENTS for the installation of a modern average yield in Russia is 3.9 tonnes AND RADIO SYSTEMS. paper-making machine, the cost of a year. I would like to note also which is comparable to the annual that last year Steppe AgroHolding budget of Petrozavodsk, is the first received confirmation of compliance investment project of this scale in with European standards, which the sector in the last 25 years. As guarantees high quality and makes a result, we will not only increase the it possible to supply our milk to the output of sack paper for eco-friendly EU countries. SUSTAINABILITY REPORT 8 2016 www.sistema.ru
In the Krasnodar region, we are These funds were spent on new Stavropol and other regions. laying out intensive orchards and construction, renovation, provision For instance, within the framework we are already among the top 5 of the most modern equipment, of the social partnership agreement apple producers in Russia. Crop and creation of a comfortable with the Republic of Altay signed yields at Steppe AgroHolding environment for patients. We pay in 2016, we held the first charity enterprises exceed the average equal attention to attracting the festival Solony for more than five Russian levels, but we have room for best medical specialists, training thousand young people of the region improvement. Sistema's investments doctors, and introducing new who participated in educational and in sustainable development of effective methods of diagnosis and cultural events organised by SCF agriculture are aimed at replacing treatment of the most common with the assistance of Sistema Group obsolete equipment, introducing diseases. In 2016, Medsi Group joined companies. advanced agricultural technology, the programme of government using progressive management guarantees of free medical care In the modern “smart” economy systems and upgrading enterprises, to Russian citizens in the Moscow driven by knowledge and technology, primarily the Yuzhny Agricultural region, which significantly increased the quality of human capital – highly Complex in the Karachay-Cherkess the patient flow (by 11% year-on- qualified managers and engineers Republic acquired by Sistema at year). In 2017, we see considerable prepared to work in new markets – the end of 2015. This is the largest potential in the development is essential. Therefore, we not only greenhouse complex in Europe and of telemedicine in cooperation seek to attract the best experts to our one of Russia's leading producers with MTS, as well as the expansion team, but also consistently invest in of protected-ground vegetables of Binnopharm’s pharmaceutical education, taking into account the and suppliers of tomatoes and production on the basis of own trends that determine the near future cucumbers for such well-known innovations. of many spheres of life. So far, only retail chains as Auchan, Metro Cash 20% of college graduates in Russia & Carry, Perekrestok, Hyperglobus, Another promising socially major in engineering and science, etc.; it meets 30% of the Moscow significant area for Medsi which is significantly less than what consumers' demand for fresh out-of- is medical rehabilitation. More the market demands. To overcome season vegetables. Over the past than 700 veterans of the Great this gap, the country needs early year, we increased production by 25% Patriotic War have received career guidance, introduction and began its gradual modernisation free rehabilitation treatment of a project approach at all levels designed to take five years. at Medsi Otradnoye Sanatorium of the education system and close Modernisation will allow creating since 2015 within the framework integration between customers and a high-tech greenhouse farm on the of the joint programme of Sistema, creators of human capital: companies, basis of Yuzhny Agricultural Complex, the Government of Moscow and universities and schools. The answer with a gross yield of over 100,000 t the Moscow City Council of Veterans. to this challenge is our flagship CSR per year. programme “Lift to the future” aimed Sistema Charitable Foundation at forming a system of advanced We are actively investing in the (SCF) spent a total of about RUB training of young professionals healthcare sector, which was 80m last year on taking care of for the innovative segment historically financed by the state, veterans. Overall, our direct social of the Russian economy. Thousands because we are convinced that investments in the reporting period of talented school and university it is possible to create in Russia amounted to roughly RUB 1.7bn and students, as well as hundreds a world-class private clinic chain over the past three years exceeded of teachers, have already participated where people can obtain affordable RUB 4bn, which was invested in the in educational events. This is not specialised and high-tech medical development of education, culture only our social responsibility but also aid, including within the framework and support for the underprivileged the formation of a succession pool, of OMI. While the share of capital in the key regions where the including in those industries where investments in healthcare and social Corporation operates. Sistema acts our portfolio companies operate. services in Russia averaged 1.3% as one of the anchor investors In 2016, we held a first competition of all investments in fixed assets in the social and economic sphere among post-graduate students and in the last three years, we spent 2.2% in a number of regions of the young scientists to solve some real- of the total capital expenditures Russian Federation – from Moscow life technology-related tasks of the of Sistema Group on the to Arkhangelsk, Vologda, Kirov, Corporation. The winners received development of medical business. Rostov, Krasnodar, Krasnoyarsk, grants totalling RUB 8m to finalise Chairman’s statement 9
and implement their projects. responsibility at all stages of the We also have targeted grants to investment process and requires support centres for career development strict observance of human rights and employment of graduates and business ethics, as well as % of engineering and technology prevention of any types of corruption 14 universities, as well as science/ in relations with counterparties and engineering clubs in schools. Sistema suppliers from whom we expect OF TOTAL INVESTMENT and SCF spent a total of over RUB 0.5bn compliance with our corporate IN THE PULP AND PAPER on the development of education standards and, in turn, we seek INDUSTRY. in 2016, not including own projects to meet the expectations of investors of our subsidiaries. who have growing requirements for management of non-financial risks. Sistema Group companies employ roughly 140,000 people. We have always worked and will work RUB bn Together with family members in the interests of our shareholders, > it makes at least half a million the state, employees, millions 4 people, whose well-being largely of customers and residents of the DIRECT SOCIAL INVESTMENT depends on the stable activity regions where Sistema Group operates. OF THE CORPORATION of the Corporation, and that's not The purpose of this report is to IN 2014-2016. taking into account the numerous comprehensively present the strategy, participants and beneficiaries key business areas, results and plans of our social programmes whose for the sustainable development number increases each year. of the Corporation, and to invite All this imposes on us a special all stakeholders to join in. > RUB bn 0.5 SPENT ON THE DEVELOPMENT OF EDUCATION IN 2016.
Vladimir Evtushenkov Chairman of the Board of Directors of Sistema SUSTAINABILITY REPORT 10 2016 www.sistema.ru
Events calendar
January February
HELPING TO CHOOSE FESTIVE RECEPTION A PROFESSION FOR VETERANS
In the run-up to the Fatherland Defender Day, a festive reception for Moscow war veteran support organisations was held with the participation of executives from Sistema and its charitable foundation, as well as representatives from Medsi. Participants of the meeting agreed to expand the veterans support programme implemented by the Corporation.
SCHOOL UNIFORM EXHIBITION March
Detsky Mir hosted an exhibition of school uniforms at its flagship CONSECRATION OF A CHURCH store. It was organised by the Russian Ministry of Industry His Holiness Patriarch Kirill and Trade together with the of Moscow and All Russia performed Education Department of Moscow the dedication ceremony at the in order to promote domestically St Hermogenes Church in Krylatskoe, produced apparel. the construction of which was sponsored by SCF and private Europe's largest occupational donations as part of the 200 Churches learning park for children programme with the participation KidZania was launched of the Moscow Government. in Moscow, and MTS, Medsi, Detsky Mir and Kronstadt Group became its partners. Sistema Group companies organised INTERNATIONAL DAY OF FORESTS interactive educational spaces where children can learn skills The Corporation took part in an required for real-life professions. environment protection campaign organised by Forest Stewardship Council Russia to mark the International Day of Forests. Five companies of Sistema Group together collected over 2.4 tonnes of waste paper for recycling. Events calendar 11
SUPPORT FOR VETERANS Mokhovaya St. In addition, one April of Moscow's media façades was The Scientists' Palace at Prechistenka showing video greeting cards made St accommodated a festive reception by the winners of a children's for 120 Great Patriotic War veterans drawing competition titled The and home front workers who had Meaning of Victory. been previously employed at the Corporation's companies. Sistema Charitable Foundation organised 15 volunteer-supported The Medsi clinicodiagnostic centre clean-ups and five concerts at Krasnaya Presnya and Sistema at hospitals and nursing homes Charitable Foundation launched for veterans as part of its Victory a pilot project of free comprehensive Garden campaign. LIFT TO THE FUTURE SCHOOL cardiological check-ups for World War II veterans. Sistema Charitable Foundation NEXTGENERATION TELECOM and the Moscow State University SCF and Medsi organised NETWORKS of Mechanical Engineering held a charitable theatre performance an engineering and design school based on Cinderella fairy tale at MTS and Nokia signed an agreement at the Orlyonok Children's Centre the Moscow International House on cooperation in the development on the Black Sea themed on the of Music. The audience consisted of 5G technologies and the Internet markets covered by National of war veterans and more than of things in Russia. Technical Initiative, a governmental 300 children supported by the programme designed to create charitable foundations Galchonok conditions for Russia's leading and Downside Up, Martha and Mary STUDENT CLUBS CONTEST position in technology by 2035. Convent and Vdokhnovenie Children's Rehabilitation Centre. As part of this MTS was a telco partner for Big event, Rusfond foundation raised RUB Tournament 2016, the 9th annual 560,000 to help critically ill children. national contest for student clubs, which was held in the Rostov region as part of the programme of the VENTURE CAPITAL INVESTMENT Federal Agency for Youth Affairs with the support of the council of vice-rectors for the educational work of Russia's higher education institutions.
GRANT CONTEST FOR UNIVERSITIES
Sistema Charitable Foundation, Sistema Venture Capital, a venture as part of its programme Lift capital fund of Sistema, was May to the Future, organised a grant launched to invest in high-tech contest for university departments startups, including growing projects dealing with employment in the field of Internet of things, VICTORY DAY of graduates with engineering virtual and augmented reality, and science degrees. Five winners cognitive technology, advertising of the contest were awarded technology and fintech. Target size A multimedia light show devoted grants of up to RUB 900,000. of the fund is RUB 10bn. to the Victory Day was projected on Sistema's building at 13 SUSTAINABILITY REPORT 12 2016 www.sistema.ru
INTERNATIONAL BUSINESS June DISCUSSION
Sistema and RTI held the international conference “High-Tech Cooperation INVESTMENT IN ARCTIC of Russian Companies and Russian- INFRASTRUCTURE Speaking Scientists” under the auspices of the government's MTS signed an agreement Commission for UNESCO. on the development of telecom infrastructure with the government of the Yamal-Nenets region. The parties will cooperate in introducing innovations, developing telecom infrastructure and implementing social projects. MTS plans to invest roughly RUB 600m by the end of 2018 in the development of infrastructure in the region.
] Sistema signed a cooperation CHILDREN'S FESTIVAL “REDHEAD” agreement with VneshEconomBank to implement investment projects The 3rd Children's Festival ST PETERSBURG INTERNATIONAL of the Corporation in the field “Redhead”, which promotes ECONOMIC FORUM of manufacturing and export inclusion and disability rights, was of hightech products, as well held in the Bauman Garden in as to finance projects to develop Moscow with the support of SCF innovative technologies and and the Group's volunteers. projects in the defence industry and import substitution. IMPERIAL GARDENS OF RUSSIA Sistema Charitable Foundation and the Republic of Altay government The 8th international festival signed a social partnership of garden art Imperial agreement. The parties intend Gardens of Russia was held to jointly implement projects in the in St Petersburg's Mikhailovsky field of culture, education and Garden with the support of social support for the population Sistema Charitable Foundation. of the region. Sistema's President Mikhail Shamolin participated in the Segezha Group signed plenary session “Charity and partnership agreements with the philanthropy: responding to the administrations of the Rostov challenges of economy of the region and Karelia, as well as future” devoted to the potential an additional agreement with of financing and introduction the government of the Kirov of new educational and cultural region on the implementation models to improve the quality of investment projects. of life of people. Events calendar 13
July August
IMPROVING URBAN ENVIRONMENT
Leader Invest supported the study “Modern architectural policy as a driver of Moscow's development” carried out by Strelka consulting agency. The Book on Useful and SOLONY FESTIVAL Beautiful Architecture published as a result of the study and Sistema Charitable Foundation, recommendations for improving the with the support of the government quality of architecture of a metropolis of the Republic of Altay, organised were presented at the Moscow Urban a festival for children dubbed Solony Forum in the format of a round-table (the Altay word for “rainbow”). The discussion. festival consisted of charitable, social and educational programmes of the Group's companies for children from large and low-income families. Over 5,000 children participated in the festival. More than 300 underprivileged families of the republic received humanitarian aid.
MULTIMEDIA EXPOSITION AT THE CRUISER AURORA LIFT TO THE FUTURE REGIONAL SCHOOL As part of the completed reconstruction of the cruiser Aurora, 75 high school students from Kronstadt Group created a multimedia virtually all districts of the Republic museum exposition and financed the of Altay took part in the first regional installation of an automated ticket engineering school Lift to the Future system with video surveillance. at Plakas School in Gorno-Altaysk with five project areas: 3D modelling and rapid prototyping, aerodynamics and aircraft, robotics, biomedicine, and new technologies and materials. DEVELOPING VOLUNTEERING AND SOCIAL SPHERE
Sistema Charitable Foundation became a member of the Association of Volunteer Centres of Russia. This will allow the foundation to receive organisational, methodological and information support, participate in national projects and share experience. SUSTAINABILITY REPORT 14 2016 www.sistema.ru
September
INVESTMENT IN NEW TECHNOLOGIES
Sistema and the state-owned corporation Rusnano established a joint private equity fund Sistema Rusnano Capital with a size of USD 100m to invest in high-tech projects in such SUMMER GAMES CONGRESS OF YOUNG sectors as microelectronics, POWER ENGINEERS energy efficiency, robotics, IT Sistema's 14th Summer Games and communication technology. were held at the Yantar stadium Bashkir Power Grid Company in Moscow and gathered about organised the 7th congress 4,000 participants and supporters of young power engineers, where CONTEST FOR SUBSIDIES from all of the Corporation's the participants presented their FOR NON-PROFITS companies. innovative projects and ideas that may be later put into practice. Medsi Group supported the The forum is held every two years annual contest for subsidies DAY OF THE ELDERLY and is meant to engage young to be allocated to Moscow's specialists in solving production, social non-profits out of the Sistema Charitable Foundation technical and organisational city's budget with the purpose and the Moscow City Council problems, as well as to create of identifying the best projects of Veterans carried out a festive a succession pool for the company. for the city's social development reception for veterans of the About 150 participants took part in it. and improvement of its Great Patriotic War, home front residents' lives. workers and senior citizens to commemorate the Day of the Elderly. More than 800 SAFE CHILDHOOD guests at the House of Cinema received gifts and watched BPGC and Bashkiria's Education a photo exhibition featuring Ministry entered into a new veterans and volunteers agreement to cooperate of the Corporation. in prevention of children's electrical injuries in the academic year 2016-2017.
Events calendar 15
October DAY OF OLDER PERSONS LIFT TO THE FUTURE AUTUMN SCHOOL Medsi Group held a first joint initiative with the charitable AGREEMENT WITH THE SKOLKOVO foundation Ageing Gracefully during FOUNDATION which volunteers collected and transferred 50 kg of useful items The Skolkovo Foundation and to an assisted living facility for the Detsky Mir signed a strategic elderly and disabled in Vyazma, partnership agreement for a town in the Smolensk region. finding new technology ideas and service solutions to be implemented in the retail chain's MOBILE ACADEMIES FOR RETIREES new-format outlets. MTS and the Russian Retiree Union launched a federal project designed to teach retirees how to use mobile devices. MTS launched special mobile WOMEN'S HEALTH internet classes for the elderly in 10 regions of Russia.
GIVE THANKS TO YOUR TEACHER
As part of its “Lift to the Future” programme, Sistema Charitable Foundation organised a country- wide campaign “Give thanks to your Orlyonok Children's Centre teacher” to promote the teacher on the Black Sea hosted an profession. In anticipation of the engineering and design school “Lift Teachers' Day, photo exhibitions to the Future”, in which 152 school devoted to education were students from 46 regions of Russia opened in Moscow, St Petersburg, took part. The school had three Medsi joined the charitable Yekaterinburg, Nizhny Novgorod, sections: Space Exploration, programme Women's Health Krasnodar and Ufa. IT & Telecoms and Energy. The designed to fight breast cancer. winners of the school received Medsi clinics held special events additional points for their Unified promoting early diagnosis State Exam scores for admission to of breast cancer and providing the top eight universities in Russia. help to women with breast cancer. SUSTAINABILITY REPORT 16 2016 www.sistema.ru
November ENVIRONMENTAL INITIATIVES CORPORATE GOVERNANCE FORUM Segezha Group and WWF Russia signed an agreement for 20 YEARS IN THE HEALTHCARE preservation of virgin forests Sistema supported the 6th National MARKET around the national park Forum on Corporate Governance, Onezhskoye Pomorye which was held in Moscow Medsi Group, with the support in the Arkhangelsk region. on 29 November 2016. of the Moscow Regional Blood Transfusion Station, conducted a volunteer donation campaign WORLD CHARITY DAY dedicated to the 20th anniversary of the largest federal private SCF became one of the key chain of clinics. The company's partners of #GivingTuesday anniversary coincided with the initiative, which was organised 25th anniversary of the foundation Segezha Group joined the in Russia for the first time of private medicine in modern Boreal Forest Platform designed by Charities Aid Foundation Russia, and Medsi's history to promote the principles (CAF) as part of the World is closely connected with the main of intensive forest use. Charity Day. More than ten stages of its development. subsidiaries of Sistema took part in this initiative and organised a number of social projects and events.
INVESTMENTS IN HUMAN CAPITAL CHILDREN'S TECHNOPARKS
Sistema became an official Lift to the Future and partner of the HR Management State Republican Centre section at the business of Multicomponent Computer forum PEOPLE INVESTOR 2016 Environments – the operator organised by the Managers' of children's technoparks Association. The forum helps Quantorium – signed to identify and replicate a cooperation agreement. advanced and innovative It is meant to create an practices of social responsibility environment for accelerated of businesses in order development of the youth to improve the transparency n the field of science and and competitiveness of Russian technology, integrate the young companies. generation in innovations and train new engineers for Russia's tech companies.
Events calendar 17
December
PARTNERSHIPS WITH REGIONS
During the working visit of Vladimir Evtushenkov, the Chairman of the Board of Directors of Sistema, to the Kirov region, an agreement was signed with the region for cooperation in such sectors as forest industry, information technology, telecommunications, security systems, data processing and healthcare.
WISHING TREE SUPPORT OF CULTURE 10 YEARS OF MSU'S HIGHER SCHOOL OF MANAGEMENT Sistema Group companies Sistema Charitable Foundation AND INNOVATION participated in the annual supported the Russian Museum's Wishing Tree campaign intended exhibition to celebrate Ivan The MSU's Higher School to raise money for social Aivazovsky's 200th anniversary. of Management and institutions. The Corporation's It was attended by 280,000 Innovation – a joint department employees raised a total of over people. of the University and Sistema – RUB 11m that will be used celebrated its 10th anniversary to provide assistance and During the 5th St Petersburg with a first conference Innovative medical treatment to orphans, International Cultural Forum, Economy and Management. disabled and seriously the Russian Museum officially ill children. launched its multimedia information centre – a new modern facility for interactive exhibitions, which was built with support of Sistema.
SUSTAINABILITY REPORT 18 2016 www.sistema.ru Strategic overview
Mikhail Shamolin >> 1.1. The Corporation profile 20 President of Sistema
>> 1.2. Responsible investment 30
We consistently implement the strategy of creating 'national champions' in Russia and do this in two ways. We mainly buy distressed assets whose management and business processes are in need of improvement. We use our expertise to turn them into effective companies. Another option for implementing the strategy is to purchase individual assets and merge them into large industry-specific business entities. We use this model, for example, for our investments in the agricultural and timber sectors.
30
More details «n section Responsible investment The CorporationStrategic overview profile 19
G4-9
SISTEMA'S TOTAL ASSETS AS OF 31 DECEMBER 2016 AMOUNTED TO RUB 1,1tn SUSTAINABILITY REPORT 20 2016 www.sistema.ru
1.1. The Corporation profile
G4-3 Sistema Public Joint Stock Financial In 2016, Sistema, as one of Russia's 25 biggest G4-7 Corporation (“Sistema” or the “Corporation”) is a Russian diversified public companies, was included in the Forbes holding company and one of the Global 2000 list3. The Corporation and its telecom largest private investment companies in the world. assets (MTS and MGTS) were also included
G4-8 Sistema's primary region for in the list of Russia's 100 biggest public companies investment is Russia and CIS 4 countries. The Corporation is one in terms of market capitalisation and revenue . of the top 15 Russian companies in terms of sales1 and one of Russia's 1 Sistema's assets (MTS, RTI and Detsky Mir) are among 197 systemically important companies2. Russia's 200 largest public companies according to Forbes5 magazine5 and among 500 leaders of the G4-4 The Corporation has assets in more than ten sectors of the economy, Russian market by revenue according to RBC (MTS, including telecommunications 6 and high tech, agriculture, RTI, Detsky Mir, Segezha Group and MTS Bank ). logging and wood processing, electric power, retail, healthcare and pharmaceuticals, finance and real estate development.
G4-6 Sistema's subsidiaries operate SHARE CAPITAL in dozens of countries around the AND ITS STRUCTURE NUMBER OF OUTSTANDING world and in most regions of the ORDINARY SHARES: Russian Federation, which is the The principal shareholder of Sistema key market for the Corporation: is the Chairman of its Board of Direc- bn telecommunications in 83 regions, tors Vladimir Evtushenkov (64.2% 9.65 retail in 71 regions, banking of shares). Sistema's shares are traded in 39 regions, hospitality industry in 12 regions, healthcare in 10 on the Moscow Exchange under the regions, timber and pulp&paper ticker symbol “AFKS” (15.3%) and on the industry in 6 regions, and agriculture London Stock Exchange (LSE) in the in 4 regions. form of global depositary receipts (roughly 17.6%). SHARE CAPITAL:
Sistema's shares are included RUB m7 in calculations of the key indices 868.5 G4-9 of the Moscow Exchange (MICEX and RTS), while the Corporation's GDRs, along with securities of MTS and other 20 largest Russian companies, SISTEMA'S REVENUE IN 2016 are included in the MSCI Russia Index AMOUNTED TO (Morgan Stanley Capital International), which serves as a benchmark for TOTAL NUMBER OF SHAREHOLDERS: RUB bn ≈ many international investors investing 700 in Russian assets. over th. 20 (1) According to RAEX 600 and Expert 400 rankings published in 2016. (2) According to the Russian Ministry of Economic Development: http://economy.gov.ru/minec/about/structure/depsectoreconom/2015020801 (3) https://www.forbes.com/global2000/ (4) According to RIA Rating agency: http://riarating.ru/infografika/20170131/630054676.html и http://riarating.ru/infografika/20170621/630066135.html (5) http://www.forbes.ru/rating/200-krupneishikh-chastnykh-kompanii-rossii-2016/2016#top10 (6) RBC 500 list: http://www.rbc.ru/rbc500/ (7) As of 31 December 2016. The Corporation profile 21
CORPORATE VALUES
OUR TEAM: we create value using high competences
OUR PRINCIPLES OF OPERATION: effective structure and clear objectives
G4-15 OUR STRATEGY: we are focused MISSION VALUES on achieving results Our mission is the long-term growth In 2002, Sistema became one of shareholder value through efficient of the first Russian companies management of the asset portfolio to join the United Nations Global and achievement of high returns on Compact. The Corporation abides investment. by the ten principles of sustainable development enshrined therein. In most of its businesses, Sistema acts as a controlling shareholder and strives The Corporation also fully embraces the OUR to create industry leaders through social responsibility concept outlined REMUNERATION restructuring assets and attracting by the Russian Union of Industrialists depends industrial partners, strengthening and Entrepreneurs in the Social Charter on the company's real income expertise, improving corporate of Russian Business, as well as the governance and reducing financial and international standard ISO 26000:2010 non-financial risks. (Guidance on Social Responsibility).
CONTRIBUTION TO ACHIEVING THE UN SUSTAINABLE OUR DEVELOPMENT GOALS RESPONSIBILITY: we develop The main areas of investment and social initiatives of the Corporation are in line the economy with the Sustainable Development Goals (SDGs) of the 2030 Agenda for Sustainable and create value Development adopted by the UN in September 2015, which can only be achieved for society through productive cooperation between businesses and stakeholders on the basis of partnership, transparency, trust and mutual benefit. Guided by these principles, Sistema and its subsidiaries contribute directly and indirectly to the achievement of most SDGs. SUSTAINABILITY REPORT 22 2016 www.sistema.ru
G4-17 Sistema Group's assets and UN sustainable development goals
SUSTAINABLE DEVELOPMENT GOALS
ECONOMY SECTOR
1 Telecommunications
2 High technology
3 Forest industry
4 Healthcare and pharmaceuticals
5 Consumer sector
6 Agriculture
7 Real estate
8 Electric power
9 Hospitality business
10 Finance
11 Fuel trading
12 Non-profit sector
Support for the underprivileged, incl. Development of supplementary education children, the elderly and people with programmes; occupational guidance for special needs schoolchildren; cooperation with universities
Development of agriculture: introduction Improving the infrastructure of modern technologies and growth of of electricity transmission networks; crop yields and livestock productivity increasing energy efficiency of production; alternative energy sources
Development of the healthcare system; Timely payment of taxes, creation of jobs introduction of advanced technologies in the regions of operations, motivation in medicine and pharmaceutics; and development of employees promotion of healthy lifestyles The Corporation profile 23
Creating modern communications Reduction of greenhouse gas emissions; infrastructure, electric power industry preservation and restoration of forests and innovative solutions for cities
Comprehensive real estate development, Responsible forest management innovative solutions for smart and safe and sustainable agriculture cities, and redevelopment of the urban environment
Improving production efficiency Signing and implementation and promoting the culture of responsible of cooperation agreements with regions; consumption among customers partnership with the state, non-profits and environmental organisations SUSTAINABILITY REPORT 24 2016 www.sistema.ru
1 Telecommunications 2 High technology
MTS RTI
A leading telecom operator A large Russian producer and in Russia and the CIS developer of high-tech products and infrastructure solutions ≈110m mobile subscribers, using its own microelectronic incl. ≈80m in Russia (No 1) technologies. Russia's largest One of Europe's largest fixed manufacturer of RFID tags communications networks (MGTS) 69,172 employees (including the retail 15,658 employees chain)
Sistema Sistema Shyam Venture Capital TeleServices Ltd. Sistema's venture capital fund specialising on investment Mobile operator offering services in Internet companies in India under the MTS brand at the growth stage
9 regions of operations in India 16 employees ≈10m subscribers
Kronstadt Group
Kronstadt Group is a Russian high-tech company that engineers and manufactures knowledge- intensive products for the production, deployment and safe use of sophisticated air-, sea-, and land-based systems
1,312 employees
Sarov Technopark
Centre for development and implementation of innovative projects
60 resident companies 671 employees The Corporation profile 25
3 Forest industry 5 Consumer sector
Segezha Group Detsky Mir Group
Russia's largest timber holding No 1 in the Russian children's goods market Total area of woodland: 6.8m ha ≈1.3bn paper sacks produced in 2016 525 stores 8,800 employees 596,000 sq m of selling space 10,364 employees
Concept Group
4 Healthcare and A fast-growing producer and retailer with leading positions in Russia’s pharmaceuticals women's and children's clothes market
432 stores in 120 Russian cities Medsi Group 2,361 employees
The leader of private healthcare in Russia; the largest federal privately owned chain of clinics OZON Group
>7 million visitors a year Russia's leading e-commerce platform 6,449 employees with its own logistics service
company of JSFC Sistema 2.5m customers per year Binnopharm >4.2m SKUs
An innovative biopharmaceutical company with full-cycle production in line with the international quality standards. Products are available in every fourth pharmacy in Russia
412 employees SUSTAINABILITY REPORT 26 2016 www.sistema.ru
6 Agriculture 8 Electric power
Land assets totalled 315,000 ha BPGC as of the end of 2016 Total headcount: 5,456 people One of the most efficient electric grid operators in Russia
>80,000 km of transmission and RZ Agro Holding distribution grids in Bashkortostan A major producer of grain 7,557 employees and oil crops in southern Russia
6 farms in the Rostov and Stavropol regions 9 Hospitality business Steppe AgroHolding
Highly efficient agricultural enterprises operating in crop farming, dairy Hotel Management Company farming, fruit growing and vegetable "Cosmos Group" growing segments One of the largest hotel chains in 1.04m tonnes of grain in 2016 Russia with 3,771 rooms 36,200 tonnes of milk per year 17 hotels in 4 countries 45,800 tonnes of vegetables A chain of new hotels under international brands in Moscow and 8 regions of Russia 1,881 employees
7 Real estate 10 Finance
527 employees MTS Bank
Leader Invest A systemically important operator in the market of payments, ≈ 3 million sq m in Leader Invest's 45 loans and savings. projects of residential and Among Russia's top 50 banks commercial real estate in Moscow by total assets
Business Nedvizhimost >2m of issued cards 440,000 sq m under the management 2,314 employees
Mosdachtrest 112 ha of land managed The Corporation profile 27
11 Fuel trading 12 Non-profit sector
SG-trading Sistema Charitable Foundation
An independent distributor of LPG The operator of charitable activities of Sistema Group companies 11 LPG storage terminals in 5 federal districts >RUB 550m of financing for 53 LPG filling stations programmes in 2016 764 employees
In addition, the Corporation takes into account the top-priority objectives of national development in its activities:
National development priorities Sistema's contribution into national goals acchievement
Development of innovative technologies
Strengthening of national security
Modern infrastructure
Import substitution, development of production and export of finished products
company of JSFC Sistema
Food security
Health of the nation company of JSFC Sistema SUSTAINABILITY REPORT 28 2016 www.sistema.ru
G4-13 Key M&A transactions in 2016
XX Sale of 23.1% of Detsky Mir shares to the Russia-China Investment Fund INTERNATIONAL Representatives of Sistema took part COOPERATION in a number of intergovernmental Acquisition by Segezha Group G4-26 commissions: of Lesosibirsk Woodworking Plant No.1 (Krasnoyarsk region), In February 2016, Vladimir Evtushenkov, one of Russia's largest vertically Sistema's Chairman of the Board bb The Mixed Commission for integrated woodworking of Directors, met with the government Economic Cooperation Between enterprises delegation of the Kingdom of Thailand the Russian Federation and the headed by Deputy Prime Minister Belgium-Luxembourg Economic XX Acquisition of 110,000 ha Somkid Jatusripitak and with leading Union; of land in the Stavropol representatives of the business and Rostov regions community. bb The Russian-Jordanian Intergovernmental Commission Agreement with the Russian The delegation of the Corporation also for Trade and Economic, Scientific Federation on acquisition from participated in the business mission and Technological Cooperation the Federal Agency for State of the Ministry of Industry and Trade Development and the Russian- Property Management of the Russian Federation to India. Jordanian Business Forum of 17.14% of SSTL shares with During the meetings with the leaders in Amman; payment in instalments over of states and the business community, a period of five years the Corporation presented its capabilities bb The Russian-Indian and activities in the Indian market. Intergovernmental Commission ZZ Sale of a 50 % stake in SG-trans on Trade, Economic, Scientific, In March 2016, representatives Technical and Cultural Cooperation. Acquisition of 100% of shares/ of Sistema headed by its President stakes in nine hotels made a trip to Tokyo, where they met Priority areas of international of the Regional Hotel Chain with major Japanese corporations and cooperation for Sistema in 2017: agreed on the further development Sale of a 100% stake in Targin of contacts, including during the visit bb Europe (Luxembourg and of the Japanese Prime Minister Shinzo Germany); Acquisition by Steppe AgroHolding Abe to Russia in 2017. of assets with total land holdings bb Southeast Asia (India, Japan and of 66,000 ha In 2016, Sistema representatives made China); two working visits to Iran and discussed Acquisition of Alpharm, the possibilities of cooperation in the bb Middle East (Saudi Arabia, a manufacturer of two medications field of woodworking, production UAE and Iran); of the pharmacy segment. of paper bags, telecommunications and agriculture. In October 2016, Iran's bb North Africa (Egypt). ambassador to Moscow met with Sistema's President Mikhail Shamolin. The parties discussed the opportunities for the Corporation's business development in the country. The Corporation profile 29
G4-16 Participation of Sistema and its representatives in non-governmental organisations
Russian organisations Sistema's Board Chairman Vladimir - So-Yedineniye Foundation for and associations: Evtushenkov is a member of: the Support of the Deaf-Blind;
bb Management Bureau of the - Handball Federation of Russia; bb Russian Union of Industrialists and Russian Union of Industrialists Entrepreneurs (RUIE); and Entrepreneurs (head of the - M-ART Foundation for Support Committee for Industrial Policy); and Development of Art, Culture, bb Chamber of Commerce and Environmental Projects, Science Industry of the Russian Federation; bb Council of the Russian Chamber and Sport; of Commerce and Industry bb Russian Institute of Directors; (chairman of the Committee - Patriarchal Council for the on Scientific and Technical Restoration of the Valaam bb Russian Managers Association; Innovations and High Technology); Monastery of the Transfiguration of the Saviour. bb Russian Risk Management Society. bb Russian-Arab Business Council (chairman) and Russian-Saudi Business Council; Representatives of Sistema take part in the work of specialised advisory International organisations bb National Council on Corporate bodies of industry associations and and associations: Governance; public organisations, including those related to CSR: bb Board of the Moscow bb EU-Russia Industrialists' Confederation of Industrialists bb Committee for Corporate Social Roundtable; and Entrepreneurs (Employers); Responsibility and Demographic Policy of the Russian Union bb Business Council for Cooperation bb Boards of Trustees: of Industrialists and Entrepreneurs; with India; - Fund for Development of the State bb Committee for Corporate Social bb Russian-Chinese Business Council; Russian Museum “Friends of the Responsibility of the Russian Russian Museum” (Chairman); Managers Association; bb Russian-Arab Business Council; - Moscow State University and bb Sistema Charitable Foundation bb Russo-British Chamber its Institute of Russian Language is a member of the Donors Forum, of Commerce; and Culture; National Council on Corporate Volunteering and Association bb Belgian-Luxembourg Chamber - Higher School of Management of Volunteer Centres of Russia of Commerce in Russia; of St Petersburg State University; (since 2016). The president of Sistema Charitable Foundation bb World Economic Forum. - Russian Geographical Society; also became a member of the Russian Government's Social - Russian Olympians Foundation; Protection Council. SUSTAINABILITY REPORT 30 2016 www.sistema.ru
1.2. Responsible investment
STRATEGY
The strategy of Sistema is aimed external (investors, the state, local at increasing the shareholder and business communities, NGOs value of the Corporation through and the media). monetisation of its investment portfolio. The Corporation's investment activity is accompanied by large- Sistema acquires companies with scale infrastructure projects and high growth potential, restructures social investments that create them and introduces the best a favourable environment for the corporate governance practices. development of territories and local Thus, the Corporation enhances communities, people's lives and the operational efficiency of assets working conditions, commercial and creates market leaders in and non-profit organisations. promising sectors, such as high technology, agriculture, private In the process of selecting promising healthcare, timber industry, etc. areas for investment and evaluating potential assets for acquisition, By investing in systemically and as well as when launching large socially important spheres of the investment projects, Sistema makes economy, Sistema makes sure that sure that its business goals are its business goals are consistent consistent with public interest. with public interest and the priorities of global, national, regional and The Corporation takes into account sectoral development, and takes environmental, social and corporate into account the expectations of governance (ESG) factors that the key stakeholders, both internal affect the sustainable development (shareholders and employees) and of relevant markets and regions.
Sistema's principles in the investment process:
consideration of environmental, compliance with the priorities introduction of uniform formation of an open and social and corporate of social and economic corporate governance standards transparent business practice governance factors – development of countries and and principles of sustainable based on ethical values, risks and opportunities regions of operations development in portfolio respect for employees, companies shareholders and consumers, and care for people and the environment Responsible investment 31
In its activities, Sistema is guided Artyom Zasursky by the Principles for Responsible Vice President Investment adopted at the and Head of the international level and reflecting Strategy Function the relationship between of Sistema environmental and social issues, corporate governance and investment practices.
The main objective of Sistema as a responsible investor Today, corporate strategies must take is to increase transparency and into account the applicable laws, implement the high standards principles of corporate governance, of corporate governance and analyse the impact on the economy, unified approaches to management ecology and social environment in of CSR and portfolio companies' the regions of operations, and much impact on the environment in order more. In the process of strategic and to reduce potential social and investment planning, we constantly environmental risks and to increase assess the compliance of Sistema's the attractiveness of its assets for plans with the best practices in investors and partners. these areas. We also monitor the latest technological, macroeconomic and social trends in order to better prepare the Corporation and its subsidiaries for the challenges that we will face in the near future.
BUSINESS MODEL AND SUSTAINABLE DEVELOPMENT Sistema receives income from РDevelopment of current portfolio Based on a clear strategic vision, dividends, sale of stakes/assets assets to increase their value strong expertise and more than or IPOs of assets. The funds received both through organic growth 20 years of experience in various from the monetisation of the portfolio (investment in production) industries, Sistema accumulates and are allocated in the following ways: and M&A transactions (acquisition distributes financial resources in such of new enterprises). a way as to ensure high returns on Investing in new promising investment through the preservation projects (the Corporation mainly Distribution of profit among the and augmentation of the productive, invests in industries that are shareholders through dividends. intellectual, human, reputational and complementary to existing assets. natural capital to ensure sustainable This allows us to use accumulated development of the business and experience and ensure the synergy society in the long term. of different businesses. Sistema invests in new sectors if it has Sistema's main competences and expertise and/or an industrial areas of responsibility are the partner). management of financial capital and human resources, primarily at the executive level. SUSTAINABILITY REPORT 32 2016 www.sistema.ru
Synergy of different types of capital at Sistema is a platform for the sustainable development of business
FINANCIAL CAPITAL Raising and allocating
PRODUCTION CAPITAL
bb Modernisation of production facilities bb Infrastructure projects and investment programmes of subsidiaries
See 3.1.2. Modern infrastructure and industrial modernisation
INTELLECTUAL CAPITAL SYNERGY OF DIFFERENT TYPES OF CAPITAL
bb Innovations, new technologies and R&D bb Venture capital investments
See 3.1.1. Transition to innovative economy of a new type
SOCIAL AND REPUTATION CAPITAL
bb Interaction with stakeholders bb Investments in communities, charity and volunteering
See 2.3. HR management, 3.2. Development of the social sphere and communities
HUMAN CAPITAL
bb Building management teams for subsidiaries bb Training and professional development of employees bb Health and well-being of employees bb Investments in education and human resource development
See 2.3. HR management, 3.2.2. Expanding opportunities for education and science
NATURAL CAPITAL
bb Compliance with environmental standards and environmental protection bb Introduction of “green” technologies, resource saving and energy saving bb Preservation of biodiversity
See 2.3. Environmental protection Responsible investment 33
The function of Sistema is to invest shareholders' money Mikhail Shamolin in investment-attractive assets, create their value, exit President of Sistema those assets, monetise them, pay back to its shareholders and move on.
In 2016, we exited the commodity and transport sectors, having monetised our investments in the oilfield services and rail transportation of LPG, and focused on new strategic areas such as agriculture, timber processing, development of tourism infrastructure and real estate; we also created a number of venture capital funds for investments in promising high-tech startups targeting both private consumers and the corporate market.
Value creation model
Synergies of the Corporation's businesses Investments in new promising projects
Reputation capital (shareholder support) Proceeds from asset sale
Development Intellectual capital of existing portfolio projects (expertise and experience) Growth of equity value
Human capital (management resources) Profit from sale of asset (stake) / IPO
Financial capital Dividend (investments) receipts
Distribution of profit through dividends Acquisition of a promising asset SUSTAINABILITY REPORT 34 2016 www.sistema.ru
INTERACTION WITH INVESTMENT AND BUSINESS COMMUNITIES
G4-26
The success of Sistema's business Presentation of Steppe Meetings of Sistema's senior depends on the stability of AgroHolding to the investment executives with the key relations with investors, financial community as part of an effort investors of the Corporation institutions and industry partners. to raise awareness about during two road shows Therefore, the Corporation the new areas of Sistema's in the UK and the US. maintains a constant dialogue with investment and enhance the these stakeholders by participating transparency of its non-public Holding an Investor & Analyst in global and Russian economic assets. The company's senior Day for Detsky Mir. forums and conducting road executives presented the key shows, presentations, conference business areas and showed Conducting four conference calls and personal meetings with investors the fields, crop farming calls to disclose the the participation of Sistema's infrastructure, the company’s Corporation's consolidated executives. modern dairy farm and orchards. financial results.
The key events in 2016: Presentation of Segezha Group Preparation and publication to key analysts and investors, of Sistema's annual report Participation in eight who, during the visit to Segezha for 2015. investment conferences PPM, saw the full cycle of organised by the Moscow paper packaging production In 2017, Sistema plans to expand Exchange and major and learned about Segezha the range of activities aimed international banks. Group's strategy. Following the at presenting the Corporation's visit, Credit Suisse raised the non-public assets to investors Participation in three major projected price of Sistema's and analysts, including real estate international economic global depositary receipts by 2% assets. forums: World Economic (with a “buy” recommendation) Forum in Davos, Russian and upgraded its outlook for Investment Forum in Sochi Segezha Group's 2016 EBITDA and St Petersburg International and valuation by about 10%. Economic Forum.
The Corporation usually acquires large In accordance with Sistema's corporate prepares recommendations and draft equity stakes in companies in order procedures, all investment transactions resolutions on issues related to the to be able to implement turn-around undergo a multi-level process management of investment ideas. initiatives. of assessment against specific criteria and are considered collectively. Since To regulate this process, the 2015, the Corporation has an Expert Corporation adopted the Investments Council for Investment reporting to and Projects Code. the President of Sistema. The Council
For more details on Sistema's portfolio strategy, see the Annual report of Sistema for 2016. Responsible investment 35
STRATEGY a quarter. In 2016, twenty such strategy SESSIONS AND sessions were held. G4-26 INNOVATION DAYS In autumn, we hold the annual strategy The Corporation shares its strategic session for the senior executives vision with portfolio companies, of Sistema and its subsidiaries sets development objectives in line in order to determine the development with the market forecasts and trajectories of the Corporation taking IN 2016, regularly discusses the tools for into account the current trends in the 20 achieving the goals and results. market. We invite world-class speakers For this purpose, every summer to these sessions: futurists, economists STRATEGY SESSIONS subsidiaries hold strategy sessions and management experts. WERE HELD with the participation of the top management and the Corporate A new format of Sistema’s strategic Centre's representatives. During 3-5 development is Innovation Days, during days, they develop and approve the which Sistema's senior executives goals and plans of the companies and Board members meet to discuss for the next year and set the the key external challenges and KPIs. The results of achieving the opportunities. Two such events took goals are discussed at least once place in 2016. SUSTAINABILITY REPORT 36 2016 www.sistema.ru
Economic performance results in 2016
The Corporation's performance results In 2016, Sistema's consolidated revenue Sistema's contribution to the gross have a significant impact on the increased by 2.8% due to the impressive domestic product and gross income development of many industries, the growth of Detsky Mir, Segezha Group of the Russian Federation economic and social spheres of the and agricultural assets, and amounted regions of operations and the country to almost RUB 700bn. RUB 326bn as a whole. Sistema creates value not 2015 RUB bn only for itself and its shareholders, but The share of Sistema's consolidated 679 also for a wide range of stakeholders: revenues in Russia's GDP was 0.81%, it pays taxes to the federal, regional and its contribution to the gross income 0.89% and local budgets, invests in communi- of the Russian economy was approxi- 0.82% ties and the social sphere, and ensures mately 0.95%. a competitive level of remuneration and adequate standards of living for The contribution of high-tech and RUB 348bn its employees. knowledge-intensive assets to the total 2016 RUB 698bn revenue of Sistema was about 10% in 2016 (with telecommunications this 0.95% 1 indicator exceeds 70%) . 0.81% ≈ % G4-EC4 7 In 2016, Sistema did not receive any Share of Sistema's revenue SISTEMA'S REVENUE CAGR IN RUSSIA financial assistance from the govern- in Russia's GDR OVER THE PAST FIVE YEARS ment. Share of Sistema in Russia's gross income
≈ % 1 G4-EC1 THE GROUP'S CONTRIBUTION Generated and distributed economic value, RUB bn.2 TO RUSSIA'S GDP Indicator 2015 2016 Value created 699.4 714.7 Revenue 679.0 698.0 Financial and other revenues 20.4 16.7 Distributed value 655.6 687.7 Operating expenses. including: 504.9 512.4 Payroll and other payments and benefits 139.3 144.6 for employees3
Tax payments4 67.0 74.1 For more details on the company's financial performance, see Investments in communities (charity) 1.5 1.7 the Annual Report of Sistema for 2016, Financial expenses 54.5 62.0 pages 19-22. Dividend payouts 27.5 37.7 Retained value 44.0 26.8
(1) According to the Federal State Statistics Service, the share of high-tech and knowledge-intensive sectors in the Russian GDP was 22.4% in 2016. (2) Consolidated financial indicators of Sistema Group are given without Targin and SG-trans, which were excluded from the consolidation perimeter in 2016, for the purpose of comparability. (3) Includes salaries, bonuses, social security contributions and employee benefits in kind. (4) Does not include payments to pension, medical and social security funds, which are included in “Payroll and other payments and benefits for employees”. Responsible investment 37
Tax payments
The Corporation is one of the biggest Sistema Group's payments to Russia's taxpayers in Russia, making regular budget system in 2014-2016, RUB bn THE CORPORATION PAID payments to the budgets of all levels. The Corporation's tax payments over RUB bn the past five years were ten times the ≈ 98 290 amount of net profit attributable to the 88.2 +11% 23.9 shareholders. 21.8 TO RUSSIA'S CONSOLIDATED BUDGET IN 2014-2016, In 2016, the Corporation paid a total 26.4 29.7 INCLUDING OVER of about RUB 98bn in taxes, of which about 70% went to the federal budget. 40 44.4 bn Among the federal entities of Russia, 60 the key recipients of payments are 2015 2016 Moscow (50%), the Moscow region (6%), the Republic of Bashkortostan (5%), TO PENSION, MEDICAL Extra-budgetary social funds the Krasnodar region (3%), the Republic AND SOCIAL SECURITY FUNDS Regional and municipal budgets of Karelia (3%) and St Petersburg (2%). Federal budget
Breakdown of Sistema Group's tax payments in 2016, %. ≈ RUB bn 24.1% 24.4% 45.3% 10 0 WAS PAID TO THE BUDGET 1.3% OF RUSSIA IN 2016, OF WHICH 1.3% 1.3% 30% WENT TO REGIONAL AND 2% LOCAL BUDGETS 2.3% 2.7%
3% 4.7% 5.7% 49.7% 30.3%
Moscow Federal budget
Moscow region Regional and municipal budgets
Repablic of Bashkortostan Extra-budgetary social funds OUT OF THE TOTAL AMOUNT Krasnodar region OF PAYMENTS MADE IN 2016, Repablic of Karelia ALMOST St Petersburg ≈ RUB bn Nizhny Novgorod region 24 Sverdlovsk region WAS PAID TO PENSION, MEDICAL Novosibirsk region AND SOCIAL SECURITY FUNDS (about a quarter of all payments Rostov region to the state) Others SUSTAINABILITY REPORT 38 2016 www.sistema.ru
Implementation of investment programmes
Payments to extra-budgetary funds The amount of the Group's annual Sistema Group's investmentse, RUB bn of the Russian Federation, RUB bn payments to the budget and extra- budgetary funds of the Russian 172.1 165.4 Federation is comparable to the 161.4 +74% Group's CAPEX. Over the past few years, 23.9 the Corporation has invested more than 21.4 0.9 114.5 0.9 RUB 100bn in the Russian economy. 139.2 122.9 5 3.9 Sistema Group provides about 1% 13.7 0.8 of the total Russian investment. 57.6 2 16.6 18 38.5 The main areas of the Corporation's 26.2 10.9 investments are CAPEX for the 2014 2015 2016 development of subsidiaries and 2014 2015 2016 acquisition of new assets. Development programmes of subsidiaries (CAPEX) Social insurance fund In 2016, the Group's total capital Sistema's investments in assets, Obligatory medical insurance fund expenditures decreased by 11.7% mainly including new acq... Pension fund due to the completion of the large- scale modernisation programme for the MTS network, which accounts for The largest taxpayers among the 70% of the total volume. At the same IN 2016, THE GROUP'S TOTAL Group's companies are MTS, RTI, Medsi, time, Segezha Group's investment INVESTMENT EXCEEDED Detsky Mir and BPGC. programme doubled compared to 2015 due to rapid modernisation > RUB bn of production facilities. 161 OF WHICH ABOUT 90% Breakdown of Sistema Group's tax WAS CAPEX payments in 2016 by companies, %
2% 6% 5% OVER THE COURSE OF FIVE YEARS, 2% SISTEMA GROUP INVESTED 3% APPROXIMATELY 5% 64% 4% ≈ RUB bn 9% 570 Telecommunications 415 73% IN VARIOUS STRATEGICALLY Infrastructure projects IMPORTANT SECTORS OF THE 56 RUSSIAN ECONOMY, INCLUDING: 10% MTS Forest industry RTI 21 4% BPGC Microelectronics Detsky Mir 20 4% Segezha Group Consumer sector 18 Sistema 3% Medsi Investment, RUB bn Real estate assets Share of investments, % Others Responsible investment 39
Sistema's CAPEX in 2016 broken down by sectors, RUB bn
OUT OF THE RECORDHIGH 1.5 22.6 (1.2%) (18.4%) AMOUNT OF Telecommunications RUB bn
Forest industry 24 1.7 (1.4%) Electroenergy INVESTED BY PRIVATE INVESTORS 4.5 (3.6%) 83.6 IN THE RUSSIAN HEALTHCARE (68%) Retail 9.6 SYSTEM IN 2016, ALMOST (7.8%) Healthcare % Others 6 WAS INVESTED BY SISTEMA
At the end of 2016, MTS completed BPGC's investment programme Segezha Group started a large-scale the programme for fibre optic increased by 24% in 2016 year-on-year. investment programme in 2016, which network development and launched includes: 4G networks in all regions of its CAPEX were aimed at creating an operations in Russia, building efficient and well-balanced power grid modernisation of the logging fleet; additionally 6,200 LTE base stations infrastructure to ensure social and to expand the high-quality mobile economic development of the Republic overhaul of the Segezha Pulp network for customers. of Bashkortostan and at improving and Paper Mill in Karelia: launch the reliability and quality of electricity of an additional line for the In Moscow, the company deployed supply, including: production of paper packaging, the largest fibre-optic network GPON, modernisation of the pulp mill's which includes more than 45,000 comprehensive renovation of fibre line and installation km of trunk sections and 11,000 km distribution grids in Ufa; the of a new paper-making machine; of in-house communication lines, company renovated its distribution and to which more than 95% are facilities (3 units) and transformer construction of a new plywood mill connected. The number of GPON- substations (79 units), laid cable in the Kirov region and expansion based service users increased by 10% lines (20 km) and installed of the capacity of the Vyatka and exceeded 1.6m in 2016. metering units at apartment blocks Plywood Mill; and at the main substations; launch of the paper sack In 2016, Medsi continued power connections for new production line in Salsk, the development of the new consumers; the Rostov region. clinicodiagnostic centre at Krasnaya Presnya, and also implemented introduction of energy-saving and an investment project in the clinical energy-efficient technologies; hospital in Otradnoye (the Moscow Other major investment projects in 2016 region), investing about RUB 1bn construction of new energy include the beginning of modernisation in modernisation of the surgical unit and facilities. of the greenhouse complex, creation of a radiology unit and a centre the construction of a dairy farm for up for sterilisation of medical equipment. to 1,900 head of cattle and the expansion of the area of Steppe AgroHolding's orchards by 24% to 780 ha.
In 2016, Detsky Mir Group continued to invest in the regional development of the retail chain and opened 100 new stores. SUSTAINABILITY REPORT 40 2016 www.sistema.ru Management system
Alexey Guryev >> 2.1. Corporate governance 42 Vice President and Head of HR Department >> 2.2. Social responsibility management 49 of Sistema
>> 2.3. HR management 57
>> 2.4. Business ethics and anti-corruption efforts 82 The quality of management personnel is critical in the investment business. Therefore, >> 2.5. Risk management 88 at Sistema and our portfolio companies we are striving to recruit the best managers and specialists who have both high professional >> 2.6. Procurement 94 competences in management, finance, etc. and necessary industry expertise. The Corporation has created unique opportunities for career development in different industries: its incentive system implemented in line with the best international practices is aimed at increasing the executives' commitment to maximising the return on investment. The Corporation provides employment for about 0.2% of all employed persons in the Russian economy in virtually all regions of the country, offering a competitive level of compensation, social support and opportunities for development.
57
More details «n section HR management Management system 41
≈135th. people
THE TOTAL HEADCOUNT OF SISTEMA GROUP IN 2016 SUSTAINABILITY REPORT 42 2016 www.sistema.ru
2.1. Corporate governance
In developing its corporate governance system Sistema is guided by the best Russian and global practices, and forms an exemplary model to be implemented in all subsidiaries. The current system Transparency ensures effective adoption and implementation of resolutions while and clarity protecting the shareholders' rights Transparent and ensuring the Corporation’s of processes transparency and accountability. dividend policy The high quality of corporate for investors governance and information disclosure is also an important tool and partners for managing the Group's ESG risks.
Activeness and Corporate Investment decisions professionalismof governance in accordance with the Board principles prescribedprocedures of Directors
Attention of the Active role Development Board of Directors of the Board of corporate to all transactions of Directors governance with related parties in strategic planning in subsidiaries Corporate governance 43
KEY CHARACTERISTICS OF SISTEMA'S CORPORATE GOVERNANCE SYSTEM:
Shareholders' rights Risk Committee, the Nomination, The Regulation on the Information Remuneration and Corporate Policy is consistent with the Positive dividend history. In 2016, the Governance Committee as well as the recommendations of the Corporate Corporation started paying interim Investor Relations and Dividend Policy Governance Code. dividends. Committee. Prompt disclosure of financial Selection of external auditors following The fact that a lot of the meetings statements under Russian and an open tender, regular rotation of of the Board of Directors are held international standards, including partners of the external auditor of the in person provides an opportunity interim reports under IFRS with Corporation. for collective and comprehensive explanations of the Corporation's discussion of agenda items. executives. Engagement of independent appraisers in cases other than those provided for The composition and functions of the A lot of information for shareholders by law. committees of the Board of Directors and investors is disclosed on the comply with the requirements for the corporate website in Russian and The deadline for submission first level of listing at the Moscow in English, including full disclosure of of shareholders’ proposals for the Exchange and the recommendations information on financial and operating AGM’s agenda is 100 days after the end of the Corporate Governance Code. results, controlled entities, amount of the reporting year. The information of remuneration paid to the external for the meeting of shareholders There is an annual self-appraisal of auditor, etc. is posted on the corporate website. the Board of Directors and its members.
The Corporation ensures that the General There is a comprehensive regulation Meetings of shareholders are attended by on conflicts of interest of the members Social responsibility the members of the Board of Directors, of the Board of Directors and executive executive bodies and the Audit Review bodies. Sistema implements CSR projects Commission as well as representatives for all groups of stakeholders. of the external auditor, and that there The remuneration of executives is a constructive dialogue between the includes short-term and long-term The CSR strategy was approved shareholders and the members of the components. by the Board of Directors. governance and control bodies. The Corporation has a succession pool Centralised management of the The powers of the Board of Directors of candidates for senior executive portfolio of social investments through have been expanded regarding the positions. a corporate charitable foundation resolutions on material transactions. with the Board of Trustees including The Corporation has a structural unit independent directors of Sistema. The Board of Directors annually reviews that performs the functions of internal the report on assessment of corporate audit and reports to the Board of The Corporation has the Code of Ethics governance. Directors. and the Anticorruption Policy approved by the Board of Directors. The Board of Directors annually Activities of the governance assesses the effectiveness of the risk The Corporate Governance Code and control bodies management system. establishes principles for resolving corporate conflicts. The Board of Directors actively performs the function of strategic Information disclosure Non-financial reporting is published management of the Corporation in accordance with the GRI Guidelines. and approves the election of executive Transparent structure of the share bodies and the terms of contracts capital. concluded with them. Regular meetings and presentations Independent directors constitute for shareholders and investors at least half of the Board of Directors with the participation of members and chair the Audit, Finance and of governance bodies. SUSTAINABILITY REPORT 44 2016 www.sistema.ru
HIGH LEVEL OF CORPORATE GOVERNANCE G4-34 At the end of 2016, the Russian Institute of Directors (RID) once again confirmed Sistema's corporate governance score at the level of “Advanced corporate governance practice”.
In accordance with the scale of the National Corporate Governance Rating, the highest score, which was assigned to only three organisations including Sistema, means that the Corporation complies with the requirements of Russian law, follows a significant number of recommendations of the Russian The uniform corporate governance Igor Petrov Corporate Governance Code and principles are applied in all areas Corporate Secretary is characterized by fairly low of Sistema's activities, including strategic of Sistema risks associated with the quality and financial management, preparation of corporate governance. of reports, risk management, internal control and audit, and enhance the Moreover, in 2016 Sistema became investment appeal of the Corporation. one of the top 10 companies with the best corporate governance The principles and procedures Sistema's corporate governance practices out of the 100 largest of Sistema's corporate governance standards are among the publicly traded Russian companies are enshrined in the Charter and highest in Russia and may serve listed on the Moscow Exchange, a number of publicly available internal as an example to many Russian according to the National Corporate documents1, in particular the Corporate and international companies. Governance Index compiled by the Governance Code and in the Code This is confirmed by various ratings National Association of Corporate of Ethics, which set out additional and the results of independent Directors with the support of the obligations of the Corporation, its senior assessments of our corporate MOEX and the Russian Union executives and employees in the field governance system. Sistema has of Industrialists and Entrepreneurs. of social responsibility, transparency always aspired to implement and integrity of doing business. the same high standards in all its portfolio companies in order As far as corporate governance practices to ensure full transparency of all are concerned, Sistema seeks to key decisions and transactions comply with the requirements of stock in strict compliance with the exchanges where the Corporation's provisions of Russian law on joint- shares are listed: the Corporate stock companies, the requirements Governance Code recommended by of stock exchanges and the letter of the Bank of Russia2 the UK recommendations of market Corporate Governance Code3 and the regulators. Listing Rules of the Moscow Exchange.
(1) Corporate documents of Sistema: http://www.sistema.ru/o-kompanii/korporativnoe-upravlenie/korporativnye-dokumenty (2) http://www.cbr.ru/sbrfr_new/files/legislation/letters/2 014/Inf_apr_1014.pdf (3) https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Corporate-Governance-Code-2014.pdf Corporate governance 45
Corporate governance structure
G4-34 Sistema's key governance bodies are Corporate governance system the General Meeting of shareholders, the Board of Directors, the President and the Management Board. The Board of Directors and the President have General Meeting of Shareholders committees that conduct a more in-depth analysis of the proposed resolutions falling within their respective remits and develop recommendations BOARD OF DIRECTORS for the governance bodies of Sistema regarding the adoption of resolutions bb Strategy Committee in relevant areas. bb Audit, Finance and Risk Committee bb Nomination, Remuneration and Corporate Governance Committee GENERAL MEETING bb Ethics and Control Committee OF SHAREHOLDERS bb Investor Relations and Dividend Policy Committee The supreme governance body of Sistema is the General Meeting of shareholders. Its activities and PRESIDENT powers are governed by the laws of the Russian Federation on joint- bb Finance and Investment Committee stock companies, as well as by the Risk Subcommittee provisions of the Corporation’s Charter bb Tender Committee and bylaws, first and foremost, by the b Terms of Reference of the General b HR Committee Meeting of Shareholders of Sistema bb Security Committee PJSFC. The General Meeting procedure bb Internal Control Committee aims to make sure that the rights bb Discipline Committee of the shareholders are respected and all applicable legal requirements, as well as best practices in corporate governance, are observed. Members of the Board of Directors elected in 2016 In 2016, the Annual General Meeting of shareholders was held on 25 June. It was attended by the shareholders holding together 79% of votes, including GDR holders with 9.47% of votes. Executive directors: Felix Evtushenkov and Mikhail Shamolin BOARD OF DIRECTORS OF SISTEMA Non-executive directors: Vladimir Evtushenkov, Sergey Boev and The Board of Directors of Sistema Andrey Dubovskov is subordinate to the General Meeting of shareholders and is responsible Independent directors: Patrick for the strategic management of the Clanwilliam, Robert Kocharyan, Jeannot Corporation. The scope of authority Krecké, Peter Mandelson, Roger Munnings of the Board of Directors is set out and David Iakobachvili in the Charter of Sistema. The Board of Directors of Sistema effective as of 31 December 2016 was elected at the Annual General Meeting of shareholders held on 25 June 2016. SUSTAINABILITY REPORT 46 2016 www.sistema.ru
Development of the corporate governance system in 2016
The meetings of Sistema's Board Z Eleven members were elected to ZZ A programme for senior of Directors are held regularly Sistema's Board of Directors, six executives' co-investment in in compliance with the approved work of which qualify as independent subsidiaries and/or Sistema plan for the year. Thirteen meetings directors according to the rules was adopted (see 2.3. HR of the Board of Directors were held of Moscow Exchange and the management). in 2016: eight scheduled in-person Russian Corporate Governance Code. meetings and five unscheduled Z New versions of the Charter and meetings in the form of a letter Z A new dividend policy was the Terms of Reference of the ballot (an absentee vote). In 2016, approved. The total amount Board of Directors were approved. the Company's Board of Directors of dividends for the reporting year considered 101 agenda items, an 11% now corresponds to the dividend Z Amendments were made to increase from the previous year. yield on shares of at least 4% and the Terms of Reference of the at the same time it cannot be less Nomination, Remuneration and The Board of Directors of Sistema than RUB 0.67 per share. Sistema Corporate Governance Committee. has five committees, the main role aims to distribute dividends twice of which is to assist the Board a year. The amount of dividends Z The corporate governance of Directors in preparing and adopting paid to the shareholders for system was adjusted to the resolutions in the relevant functional the six months of the reporting requirements of the Regulation areas, and to study in greater detail year shall be taken into account (EU) No 596/2014 of the European the matters submitted to the Board by the Board of Directors when Parliament and of the Council of Directors for review. calculating the recommended of 16 April 2014 (Market Abuse amount of final dividends Regulation). PRESIDENT for the same reporting year. AND THE MANAGEMENT BOARD In accordance with the updated dividend policy, the Corporation Sistema's Management Board chaired paid dividends in the amount of by the Corporation's President RUB 6,465.5m. determines methods for implementation of the Corporation's development PLANS FOR DEVELOPMENT strategy, formulates development OF THE CORPORATE plans, determines and monitors GOVERNANCE SYSTEM investment processes, conducts assessment of personnel performance, In 2017, it is planned to increase and reviews most of the matters that the participation of independent are subsequently submitted to the For more details on the corporate professional directors in the analysis Corporation's Board of Directors. governance, see of investment projects considered Sistema's Annual Report for 2016, at the meetings of the Board In 2016, the Management Board held pages 72-88. of Directors. 30 meetings and reviewed 82 agenda items (a 14% increase compared to 2015).
PRESIDENT'S COMMITTEES
In order to improve the process of managerial decision-making, Sistema has six Committees reporting to the President: permanent consultative collective bodies assisting the President and the Management Board in taking decisions.
(1) According to the classification developed by McKinsey, there are four main types of corporate centres of diversified companies: Financial Holding Company, Strategic Architect, Strategic Controller and Operator. They differ in tasks, functions and level of involvement in management, and depend on the characteristics of a corporation: integration of business segments and intensity of interaction between them (The McKinsey Staff Paper No 48, 1990). Corporate governance 47
SISTEMA'S ASSET MANAGEMENT MODEL
Relying on the best international practices of the investment business, Sistema performs the functions of a financial holding company and strategic architect in relation to its portfolio companies1. This means that the Corporation refrains from direct intervention in the operations of its subsidiaries. The degree of its influence on their development depends on the level of organisational maturity of assets, which is determined by auditing key business processes and their results in the following management categories: