Corporate Governance
JSC Gazprom Neft is committed to high standards of corporate governance by implementing world’s best practices of corporate relations.
The Company has adopted the following principles as the basis for its activities:
- Effective protection of Company shareholders’ rights and interests;
- Fair and equal treatment of shareholders;
- Transparency in decision-making by the Company governing bodies;
- Professional and ethical responsibility of governing and supervisory bodies’ members before the Company and employees and counterparties thereof;
- Enhanced information transparency and business ethics.
The Company’s management system has been developed in accordance with the current Russian law, the Company Charter and by-laws as well as with the Code of Corporate Conduct recommended for stock companies by Russia’s Federal Financial Market Service. Additionally, Gazprom Neft, being a public company whose shares are traded in Russian and global stock markets, fully complies with the requirements of the Russian stock exchanges.
The supreme governing body of the Company shall be its General Shareholders Meeting, acting under the Charter and Regulations for General Shareholders Meeting, which defines its competence, meeting protocol, and decision-making procedure.
The Company believes that professional, efficient, and credible board of directors is the key element of high-level corporate governance.
The primary purposes of the Board of Directors are as follows:
- Determination of the Company development strategy geared towards Company’s capitalization increasing and investment potential promotion;
- Defining principles of Company asset management;
- Providing efficient control over Company’s financial and business activity.
In accordance with the Company Charter, the Board of Directors shall be elected by the General Shareholders Meeting. The Board of Directors shall be composed of ten persons, a number sufficient to demonstrate effective work within the Company’s scale of operations.
All current activities of the Company shall be managed by a sole executive body of the Company, i.e. its Chief Executive Officer, and by a collective executive body of the Company, i.e. its Management Board,
The Company executive bodies shall act in the best of interest of the Company and shareholders thereof and shall report to the Board of Directors and General Shareholders Meeting.
The primary tasks of the Company executive bodies are as follows: organization of Company’s daily operations in accordance with the adopted financial and business operation plan and efficient and timely execution of the Company Board of Directors’ and General Shareholders Meeting’s decisions.
Gazprom Neft recognizes the need for efficient control over financial and business operations exercised by both an external auditor and Company’s internal bodies.
CJSC PricewaterhouseCoopers Audit, a global leader in auditing services, has been selected as the Company’s external auditor.
The Gazprom Neft Auditing Commission represents an internal supervisory body exercising control over financial and business operations of the Company, affiliates and representative offices thereof as well as of the Company governing bodies’ and departments’ officials to verify their compliance with the current Russian law and the Company Charter and by-laws.
