Corporate Governance
The Governing Bodies of JSC Gazprom Neft’ are: the general meeting of shareholders, the board of directors, the collegial executive body (Management Board) and the sole executive body (President).
The general meeting of shareholders is the top management body of the Company. The General Shareholders Meeting elects nine members to the Board of Directors through cumulative voting.
The Board of Directors defines the company's development strategy and works in the interests of all shareholders, taking into account the interests of all people involved in the company's operations.
The Board of Directors appoints the Management Board, composed of 3 members. The President of the company is elected by the General Shareholders Meeting.
The body responsible for controlling the financial and economic activities of the Company is its auditing commission.
Management and control bodies act in accordance with the Charter and Regulations concerning management bodies, as approved by General Shareholder Meeting.
A list of Board members and management team members can be viewed on the Management page, located in the Our Company section of the website.
Code of Corporate Governance
In July 1998 SibNeft’ was the first company to adopt its Code of Corporate Governance formulated with assistance of independent European experts and presented it to members of investment community. At present, a new version is elaborated with due consideration of Corporate Conduct Code guidelines recommended by Federal Commission for the Securities Markets.
Committees of the Board of Directors
There are three standing committees of the Board: Audit Committee, Personnel and Compensation Committee and Minority Shareholders’ Relations Committee. The Committees are advisory bodies, designed to implement objectives formulated by the Board of Directors. The Committees submit reports on their activities and their conclusions and recommendations to the Board. The Board of Directors appoints members of Committees personally, bearing in mind, however, that only an independent Board member may be appointed as Committee Chairman.
Audit Committee
The Audit Committee was established in September 1998 by decision of the Board. The Committee submits to the Board a list of nominees to serve as external auditors, reviews regular financial records and audit conclusions, and evaluates performance of the internal audit system.
Personnel and Compensation Committee
In September 1998 the Board of Directors took a decision to create a Compensation Committee and Nominations Committee. In June 2002 a joint committee was formed on the basis of the above two committees, operating in line with the provisions of the Personnel and Compensation Committee. The primary functions of this Committee are: preparing recommendations on evaluation of performance, remuneration of members of corporate governing bodies and selection criteria of candidates for election to corporate governing bodies, and formulating supplementary procedures to ensure that shareholders are duly kept informed of recommended individuals nominated for election to corporate governing bodies.
Minority Shareholders’ Relations Committee
Established by Board decision in March 1999, this Committee continuously monitors all issues relating to realisation of minority shareholders’ rights. That is, it evaluates the performance of the Company Registrar, oversees adherence of corporate executive bodies to the Company’s Information Policy, reviews plans of the Company’s material actions, and suggests additional measures in the best interests of minority shareholders.
The Board of Directors designates Committee members, at least two of whom must be minority shareholders or their representatives. The Committee’s charter also includes provisions regulating procedures for nomination of minority shareholders’ candidates to the Committee membership.
Before the year end, the Board of Directors presents a report containing an evaluation of the Board’s performance and a review of compliance of corporate governance practices with Corporate Conduct Code guidelines recommended by Federal Securities Markets Commission.
