**Exhibit14.2**

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# **Rules of Procedure of**

# **Magyar Telekom Plc.’s**

# **Audit Committee**

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# **Rules of Procedure ofMagyar Telekom Plc.’s Audit Committee**

1.1.The Audit Committee (hereinafter the “Committee”) of Magyar Telekom Nyrt.(hereinafter the “Company”) is a permanent committee, composed — by selectionof the General Meeting - of the independent members of the Supervisory Board ofMagyar Telekom Hungarian Telecommunications Public Limited Company pursuant tothe authorization set out in Article 311 of Act IV of 2006 regarding BusinessAssociations (hereinafter: “Gt.”).

1.2.The Committee is comprised of at least three (3) but maximum five (5)  members who are elected directly by theGeneral Meeting from the independent members of the SB with simple majority ofthe votes, for the same duration as the members of the SB are elected. Itsmembers shall elect the Chairman of the Committee. After April 30, 2005 onlythose persons who comply with the requirements of independence applicable tothe Company pursuant to both the Gt. and the rules of the US Securities andExchange Commission (the “SEC”) can be elected as members of the Committee. Atleast one member of the Committee, named by the Committee, must be a financialexpert as defined in the SEC regulations.

1.3.The Committee shall constitute a quorum if at least three (3) members arepresent at the meeting. The Committee passes its resolutions by simple majoritywith the condition that in case of tie votes that vote of the Chairman shalldecide. Audit Committee meetings can be held via conference call, provided thecommunications method enables that all participants hear each othersimultaneously. The Committee may make resolutions through fax voting. In thiscase the voting shall only be valid and resolutions shall only be regarded asadopted if at least three (3) members with unanimous votes have returned theirsigned voting card to the Secretariat of the Chairman-CEO. In the event of faxvoting the Chairman of the Committee, until his election one member of theCommittee initiates the fax voting and the Secretariat of the Chairman-CEOshall inform the members and the Supervisory Board as well as the effectedorganizations  about the fact of passingthe resolution and about the date of its entering into force.

1.4.The Chief Financial Officer of the Company or a person he nominates shall bepermanently invited to the meetings of the Committee, with consultancy right.The Head of Internal Audit shall be a permanent invitee on the Committeemeetings. The Heads of the majority shareholder’s Internal Audit and CorporateControl functions shall participate at the Committee meetings as permanentinvitees without voting right. The Company’s independent external auditorparticipates in the meetings of the Committee as required, at the invitation ofthe Committee. The Committee, if necessary, upon initiation of any of itsmembers, may decide to hold a closed meeting. Other experts may alsoparticipate at the meetings of the Committee as invitees. The Chairman shall beentitled to select the invitees, upon the proposal of the members.

1.5.The Committee, within the scope of authorities as provided for in the Act onBusiness Associations and the Articles of Association, shall have the power toact in compliance with the requirements of the Budapest Stock Exchange and theNew York Stock Exchange, as well as the SEC.

1.6.1.Duties of the Committee acting within the scope of authority designated by theGt.:

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·                  Examinethe proposals on the acceptance of the financial statements according to theAct on Accounting and on the distribution of profits, prior to submission ofthese to the Supervisory Board;

·                  Evaluatethe proposal of the Board of Directors on the election, recall and determiningthe remuneration of the independent external auditor;

·                  Subsequentto participating in the preparation of the contract to be concluded with theauditor, monitors the reasonableness of the audit fees and the quality of theaudit (e.g. scope, experience of persons carrying out the audit, quantity andtimely fulfillment of the expected man-hours);

·                  Monitorsthe enforcement of the professional requirements and conflict of intereststipulations towards the auditor and manages the tasks related to thecooperation with the auditor;

·                  Evaluatesthe operation of the financial reporting system and if necessary proposes measures

·                  supportsthe work of the SB to ensure the proper supervision of the financial reportingsystem.

1.6.2. Other duties of the Committee:

·                  Bedirectly responsible for the oversight of the work of the independent externalauditor engaged for the purpose of preparing or issuing an audit report orperforming other audit, review or attest services for the Company;

·                  Examinethe audited financial statements prepared in accordance  with IFRS and US GAAP, the independent external auditor’s report prior totheir submission to the SB, in particular, from the aspect of changes in theaccounting principles or practice of the International Financial ReportingStandards (“IFRS”) and the US Generally Accepted Accounting Principles (“USGAAP”), corrections identified by the audit, the preconditions ofprofitability, etc.;

·                  Reviewthe Management Letter;

·                  Reviewthe reports to be submitted to the stock exchanges and financial authorities;

·                  Reviewthe internal control system and procedures for financial reporting;

·                  Reviewthe effectiveness of the Internal Audit function;

·                  Reviewthe Internal Audit Work Plan prior to its submission to the Supervisory Board;

·                  Reviewthe report on Internal Audit activities prior to its submission to theSupervisory Board;

·                  Reviewthe financial supervisory reports on matters of special importance (A);

·                  Reviewthe risk management system and the risk reports;

·                  Establishprocedures for the receipt, retention and treatment of complaints received bythe Company regarding accounting, internal accounting controls or auditingmatters and the confidential, anonymous submission by employees of the Companyof concerns regarding questionable accounting or auditing matters;

·                  Reviewits tasks on a yearly basis;

·                  Controlsextraordinary independent examinations

·                  Inorder to ensure that the solution actually resolves the problem review andcomment on the adequacy and timeliness of remedial actions (e.g. changes to therisk management system, remedial actions to correct deficiencies in internal ordisclosure controls, any organizational or other actions taken upon completionof the internal investigation, and changes to financial reporting controls orprocedures due to comments received by the PSZAF or SEC) taken by the Company.

·                  Completeall those tasks that the Articles of Association assigns to the scope ofauthority of the Committee.

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1.7. The Committee shallhave as necessary but at least four (4) meetings each year. One of the meetingsshall be held prior to the auditing procedure according to HAR, IFRS and USGAAP at the end of the year and the rest of the meetings as appropriate, andshortly after completing the audit according to HAR, IFRS and US GAAPrespectively. During the last meeting of the year the Committee reviews itstasks and determines the draft meeting schedule of the next year. Upon specificmotions submitted by any of the members regarding a proposed agenda a meetingmust be convoked. In justified cases the independent external auditor isentitled to request the convocation of a meeting from the Chairman. A meetingof the Committee shall be held a maximum of one (1) week prior to eachregularly scheduled meeting of the Company’s Supervisory Board, if theSupervisory Board discusses issues relevant to the competences of theCommittee.The members of the Committee shall approve a written report of the businesstransacted at such meeting to be presented as a Board Paper (minutes in areader-friendly format) at the regularly scheduled meeting of the Company’sSupervisory Board.

## 1.8.1. On an annual basis, the Committee shallprepare a written report to the Supervisory Board summarizing its activities,conclusions and recommendations for the past year and its agenda for the comingyear. Such report should discuss actions taken or decisions not to take actionwithin the scope of the Committee’s duties as discussed in Section 1.6 of theseRules of Procedure.

1.8.2.The Committee shall annually assess its performance to confirm that it ismeeting its responsibilities under these Rules of Procedure. In this review,the Committee shall consider, among other things, (a) the appropriateness ofthe scope and content of these Rules of Procedure, (b) the appropriateness ofmatters presented for information and approval, (c) the sufficiency of time forconsideration of agenda items, (d) frequency and length of meetings and (e) thequality of written materials and presentations. The Committee may recommend tothe Supervisory Board such changes to these Rules of Procedure as the Committeedeems appropriate.

1.8.3.The Committee shall meet with the Supervisory Board on a regular basis in orderto keep the Supervisory Board apprised of the Committee’s activities. At suchmeetings, the Committee shall report to the Supervisory Board material findingsand other matters within the scope of the Committee’s functions.

1.9.The meetings of the Committee shall be convoked and chaired by the Chairman.The agenda of the meeting — based on the proposal of the Chairman — shall beapproved with a procedural resolution at the opening of the respectiveCommittee meeting.

1.10.The administrative services for the Committee are provided by the Secretariatof the Chairman-CEO. The Secretariat must distribute the minutes taken at themeetings to all members of the Committee and the Supervisory Board as well asto invited participants. Minutes of closed meetings can only be sent to personsoutside the aforementioned scope upon the decision of the Chairman. .

1.11.The Committee shall inform the Supervisory Board and the Board of Directors inwriting about possible deficiencies found during its investigations.

1.12.The Committee is entitled to hire external advisors — through the SupervisoryBoard - if it deems it necessary in order to carry out its tasks.

1.13.The Company shall provide for appropriate funding for (a) payment ofcompensation to any independent external auditor of the Company engaged for thepurpose of preparing or issuing an audit report or performing other audit,review or attest services for the Company, (b) 

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paymentof compensation to any external advisors retained by the Committee and (c)ordinary administrative expenses of the Committee. Payment and expenses under(b) and (c) will be determined by the Committee in its sole discretion.

1.14.The Rules of Procedure regulating the operation of the Committee shall beprepared by a lawyer of the Company in line with the respective legal, stockmarket and internal regulations. The Committee shall establish its own Rules ofProcedure that enters into force upon its approval by the SB.

### **Enclosure**

These Rules of Procedure were approved by theSupervisory Board at its meeting heldas of December 5, 2006.

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