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UTK

June 17, 2005

UTK approved changes to its Corporate Governance Code

Krasnodar, June 17, 2005 – Southern Telecommunications Company (“UTK”) (RTS: KUBN, KUBNP; OTC USA: STJSY), the principal fixed-line telecommunications provider for Russia’s Southern Federal District, reports that the Company’s Board of Directors approved the changes and additions to its Corporate Governance Code (Minutes ? 36 of May 25, 2005). The changes have been made in view of the best international and national corporate governance practices and introduced into the Code according to 2005 Plan of actions aimed at improvements in the Company’s corporate governance practice.

 In accordance with the new version of the Code, notice of the General Shareholders’ Meeting should be given not later than 30 days before the meeting (20 days – in the previous version). At the same time, if an Extraordinary General Shareholders Meeting is to be convened on request of the Company’s Auditing Commission, Auditor or shareholders (shareholder) owning over 10% of the Company’s voting shares, notice of the Extraordinary General Shareholders’ Meeting should be given not later than 20 days before its opening.

 The made changes stipulate that the Board of Directors should present its recommendations on the agenda items, including special opinions, to the Company’s shareholders prior to each General Shareholders Meeting.

In order to enhance the efficiency of the Board’s decisions and to strengthen the role of independent directors, it is fixed that at least 15% of the Board meetings should be held in the form of personal presence of directors.

 According to the standard acts of the Federal Service on Financial Markets of the Russian Federation (item 6 of Annex 1, item 4 of Annex 3 to FSFM Order ? 04-1245/pz-n of 15 December, 2004) the Code stipulates that the members of the Board of Directors, General Director   and the members of the Management Board should inform in writing  the corresponding governing bodies of the Company about the fact of  share ownership, the intention to make transactions with the securities of the Company, its affiliates and subsidiaries as well as about the concluded transactions with such securities.

In addition, the following authorities were added to the Board of Directors: determination of the risk management procedures (item 4.4) and approval of the internal document regulating procedures for the internal control of the Company’s business and financial operations (item 9.6).

According to the new version of the Code, authority to approve the Company’s internal control procedures shall be delegated from the Management Board to the Board of Directors.

Full version of the amended and restated Corporate Governance Code of "UTK" PJSC can be accessed on the corporate website at www.stcompany.ru, in the section “Investor relations”.

 

 

 

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