climate change and extreme weather conditions that may
impact crop yields, people's health, and the operation of
infrastructure
new technological solutions and economic
transformation, including digitalisation and automation
in the manufacturing and service sectors conducive to
workforce displacement
growing cyber security threats and tightening regulations
in confidentiality and personal data protection
deteriorating living standards and potential rise in social
tensions in specific regions where the Group operates
eroding profits of the Corporation and companies across
the Group
tightening regulations in sustainable development, carbon
control, and information disclosure
Among material risks faced by the Group's industrial
companies are environmental, occupational health and
safety and waste disposal risks, as well as risks related
to infrastructure health, shutdowns and electromagnetic
safety, which are critical for telecommunications and
power grid companies.
In the agricultural sector the most material risks include
climate risks and challenges related to the need to adapt
to changing weather conditions, greenhouse gases, water
consumption and animal farming.
Emergencies and accidents at production facilities across
Sistema Group may have significant environmental eects,
including land and water pollution, excessive atmospheric
discharges, eluent disposals and hazardous spills,
potentially harmful for local communities, ecosystems and
biodiversity. Any irrational use of natural resources (such as
land and forests) may deplete raw materials and lower the
economic peormance of agricultural and forest assets.
To manage these risks the companies of the Group
implement advanced technological solutions, enhance
management systems in environmental protection,
energy eiciency, occupational health and safety, and
develop measures to prevent and mitigate accidents and
emergencies.
Risks related to non-compliance with the principles of
sustainable development in supply chains may result in
disruptions in supply chains and hurt Sistema Group's
reputation. As part of their eorts to minimise such risks,
companies across the Group impose strict requirements on
suppliers, contractors and partners as regards compliance
with law and internal regulations.
With global and local terrorism threats rising, potential
attack incidents across the Group's enterprises and
infrastructure facilities may cause material economic
damage, harm human health and lives, and provoke a
regulatory tightening on data access requirements.
A risk of unpredictable court rulings and administrative
decisions being passed with respect to the business of
Sistema and its porolio companies may adversely aect
the Group's operations. This risk stems from numerous
factors, including:
potential discrepancies and ambiguities in: (i) federal and
other laws; (ii) bylaws issued by the government agencies
of countries where Sistema Group operates; (iii) regional
and local laws, rules and requirements
gaps in legislation and lack of court and administrative
guidelines on the interpretation of some laws, as well as
conflicts between certain court guidelines and rulings
the influence of political, social and commercial factors on
the judicial system
potential selective or discretionary actions of government
authorities
Gaps in Russia's existing corporate and securities
legislation may create barriers to securing funds in the
future.
A lack of clarity on the applicability of the Federal Law
"On Procedures for Foreign Investment in Business Entities
of Strategic Importance for National Defence and State
Security" and the regulations of the Customs Union of the
Eurasian Economic Union to Sistema Group may have a
negative impact on the business of Sistema Group.
There is also a risk of amendments being made to the laws
of the countries where Sistema Group companies operate,
due to potential change in the laws and regulations
governing international trade and investments that may be
introduced by foreign states or international organisations.
Since Russian corporate law makes shareholders liable for
the obligations of their controlled companies, Sistema may
incur financial losses related to the liabilities of its porolio
companies.
Legal risks
The minority shareholders of Sistema's subsidiaries may
contest or vote against related-party or other transactions,
which may limit Sistema's capabilities of closing investment
deals and restructuring businesses.
Should the Russian Federal Anti-Monopoly Service conclude
that Sistema or one of its material subsidiaries has violated
any of the existing anti-monopoly laws, the relevant
business will be subject to serious administrative sanctions,
entailing losses for the Corporation. The Federal Anti-
Monopoly Service may also prevent the Corporation and its
porolio companies from closing and/or peorming certain
transactions, which may also limit Sistema's capacity to
conclude investment deals and restructure businesses.
Tax laws, regulations and practices of the jurisdictions
where Sistema's assets operate are oen intricate, opaque
and prone to frequent modifications and ambiguous
interpretations. Should any action of the Corporation or its
porolio company be interpreted as a breach of tax law,
the Group's business may be significantly injured.
Russian transfer pricing law may make it necessary to
introduce adjustments to pricing practices used at Sistema
Group's companies and entail additional tax liability in light
of certain transactions.
Geopolitical tensions, sanctions imposed against certain
Russian companies, a worsening macroeconomic
environment and an oulow of capital and investors from
the Russian market aect the value of Russian businesses.
Sistema Group's access to investor funding through stock
markets may therefore be restricted further as a result of
the introduction of sectoral sanctions in industries where
In March 2020, the World Health Organisation (WHO)
declared the rapid spread of the novel coronavirus disease
(COVID-19) a pandemic. Steps taken by many countries,
including Russia, to contain the spread of COVID-19 created
serious operational diiculties for many businesses and
significantly aected financial markets. COVID-19 had a
material impact on the operations of many companies
In April 2022, Russia's lower chamber of parliament passed
a bill requiring Russian companies to terminate their
foreign depositary programs under which depositary
receipts representing shares of such companies (including
the Corporation) are listed and traded on foreign stock
exchanges. Remaining steps of the legislative process
involve consideration of the bill by the Federation Council
(upper chamber of the Russian parliament) and the
President of the Russian Federation.
The termination of Sistema’s depositary program would,
inter alia, result in the cancellation of Sistema’s GDRs, with
the underlying ordinary shares represented by those GDRs
being distributed to shareholders, and the delisting of the
In 2015, Russia adopted new rules relating to the taxation of
undistributed profits of controlled foreign companies and
profits from indirect property sale in Russia, the concept
of a beneficiary owner, and new criteria to be used to
establish tax residency of foreign legal entities in Russia.
These rules have already undergone several revisions since
they were first introduced, with new amendments having
retroactive eect. The new taxation rules may result in
more tax liability for the Group due to uncertainty on legal
interpretation and a lack of relevant legal precedents.
the companies of Sistema Group operate and/or due to the
investors growing increasingly wary of Russian companies
in general. In particular, Sistema's ability to raise funding via
debt instruments may be limited, which is liable to lead to a
lack of working capital and cash available for investment
and significantly undermine the Corporation's financial
peormance.
in various sectors, including but not limited to temporary
or permanent production stoppages, supply chain
disruptions, quarantines, and decreased demand. The
magnitude of the pandemic's impact on Sistema Group's
operations will largely depend on the duration and extent
of its eect on the global and national economies
GDRs from the London Stock Exchange. The underlying
shares would continue to be listed on the Moscow Stock
Exchange, which would remain the sole listing venue of
the Corporation’s equity securities. The mechanics and
timing relating to how the GDRs will be converted into the
underlying shares and how such underlying shares are
to be traded following their withdrawal from Sistema’s
depositary program as well as a number of other relevant
parameters remain uncertain. Recipients of such underlying
shares may also be subject to restrictions on holding these
(either as a matter of applicable law or their own policies).
The adoption of this legislation could materially adversely
aect the liquidity in, and the trading price of, Sistema’s
GDRs and ordinary shares.
Tax risks
Risks related to stock markets
Risks related to the coronavirus pandemic
Risks related to delisting
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