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The Company's Board of Directors is responsible to the shareholders to oversee the work of the management of the Company, to review and evaluate the Company's business operations and to make decisions that are independent of the Company's management.

Size

The size of the Company's Board is currently set at ten directors. The Board believes that this is an appropriate size based on the Company's present circumstances. The size of the Board was increased from nine to ten following the acquisition of OAO Comincom, and Telenor's consequent joining us as a major shareholder. The Board will periodically review the appropriate size of the Board and amend such, in accordance with the Company's by-laws.

Selection of Board Members

Each year prior to the Company’s annual meeting, the Board recommends a slate of directors for election by shareholders. These recommendations are contained in the proxy statement which is sent to all shareholders. The Board’s recommendations are based on its determination (using advice, recommendations and information supplied by the Nominating and Corporate Governance Committee) as to the suitability of each individual and the slate as a whole, to serve as directors of the Company. The directors are elected at the shareholders annual meeting to serve one-year terms until the next annual meeting or until the director is succeeded by another qualified director who has been elected or appointed by the Board to fill a vacancy until the next annual meeting of shareholders.

Board Membership Criteria

The Nominating and Corporate Governance Committee assesses Board membership and assists the Board in identifying, recruiting and nominating candidates for directorship whose backgrounds, skills and experience support the current and future governance needs of the Company and contribute to the effective “best practices” corporate governance of the Company.

Board Composition - Mix of Management and Independent Directors

The Company believes that at least a majority of its directors should be independent directors. In determining the independence of a director, the Board will be guided by the definitions of “independent director” included in pertinent listing standards of the Nasdaq National Market, the rules and regulations of the U.S. Securities and Exchange Commission and any other factors that will contribute to effective oversight and decisionmaking by the Board.

Selection of Chairman and President

The Board selects both the Chairman of the Board and the President in the manner that it determines to be in the best interests of the Company’s shareholders. The President shall be the chief executive officer and shall be responsible for general and active management and control of the business and affairs of the Company, subject to the control of the Board.

Corporate Governance:

  By-Laws of Golden Telecom, Inc.
  Certificate of Incorporation
Board of Directors: Outline
  Board of Directors: Committees
  Board Meetings
  Independent Auditor
  Company Policy Guidelines
© 2003-2008 Golden Telecom