Internal regulations

Articles of Association

The Articles of Association is a constituent document of the Company. The rules of the Articles of Association must be followed by all the Company’s bodies and shareholders.

The Articles of Association contains the core information about the Company, its issued shares, structure, shareholders’ rights, and management’s jurisdiction.

The current version of Articles of Association was adopted at the General Shareholders Meeting of Gazprom Neft PJSC on September 30, 2015 (Minutes №0101/02 from October 02, 2015).

This version of Articles of Association was adopted at the General Shareholders Meeting on January 26, 2012 (Minutes №0101/03 from June 10, 2013).

Changes and Amendments to the Articles of Association from 19.11.2012
The Board of Directors increased to 11 members.

Changes and Amendments to the Articles of Association from 15.01.2013
The Board of Directors increased to 12 members.

Changes and Amendments to the Articles of Association from 10.07.2013
Changes associated with the liquidation of the representative office in Yamal

Changes and Amendments to the Articles of Association from 14.11.2013
The Board of Directors increased to 13 members

Regulations for General Shareholders Meeting

Regulations for General Shareholders Meeting is a document that governs the activities of this management body. It provides information about shareholders’ jurisdiction, meeting’s procedures and decision-making process

The current version of Regulations was adopted at the General Shareholders Meeting on September 30, 2014 (Minutes №0101/02).

Board of Directors Regulations

Board of Directors Regulations is a document that governs the activities of this management body. It describes jurisdiction of the Board of Directors, its headcount, length of appointment, meeting and decision-making procedures.

The current version of Regulations was adopted at the General Shareholders Meeting on September 30, 2014 (Minutes №0101/02).

Regulations for Auditing Commission

Regulations for Auditing Commission is a document that governs the activities of this internal control body. It describes jurisdiction of the Auditing Commission, its headcount, length of appointment, meeting, audit and decision-making procedures.

The current version of Regulations was adopted at the General Shareholders Meeting on November 19, 2007 (Minutes №44).

On Annual General meeting from June 5, 2015 were approved amendments to Regulations for Auditing Commission.

Management Board Regulations

Regulations for Auditing Commission is a document that governs the activities of this internal control body. It describes jurisdiction of the Auditing Commission, its headcount, length of appointment, meeting, audit and decision-making procedures.

The current version of Regulations was adopted at the General Shareholders Meeting on November 19, 2007 (Minutes №44).

CEO Regulations

CEO Regulations is a document that governs the activities of this individual executive body. It describes jurisdiction of the CEO, his rights and responsibilities, cooperation and interaction with the other management and control bodies.

The current version of Regulations was adopted at the General Shareholders Meeting on November 19, 2007 (Minutes №44).

Regulations for dividend policy

Dividend policy represents a set of principles ensuring the right of shareholders to receive a share of company’s profits in the form of dividends. This document describes the main principles in determining the size of dividends, whether or not they will be paid and the mechanism of payment.

The current version of Regulations was adopted by the Board of Directors on January 25, 2010. (Minutes №PT-0102/02 from January 25, 2010).

Information Policy Regulations

This document determines the principles of information policy of the Company, the rules and forms of obligatory and voluntary information disclosure, list of information that needs to be disclosed to shareholders, investors, Board of Directors and other stakeholders and also the rules of using information considered insider and confidential.

The current version of Regulations was adopted by the Board of Directors on August 31, 2009 (Minutes №185 from August 31, 2009).

Corporate Conduct Code

The Code of Conduct’s purpose is ensuring protection of shareholders’ rights and interests, management bodies’ decision-making transparency, professional and ethical accountability of members of the governing bodies, expansion of information openness and development of professional ethics norms.

The current version of regulations was adopted by the General Shareholders Meeting on June 9, 2011 (Minutes №PT-0101/01 from June 14, 2011).

Insider Information of PJSC Gazprom Regulations

These Regulations are aiming at preventing unlawful usage of insider information about the Company and securities trading based on insider information. It includes:

  • list of insider information
  • terms and conditions governing the access to insider information, protection of such information and control of compliance with the law
  • terms and conditions of notification of individuals when they are put on and off the list of insiders
  • terms and conditions of insider information disclosure
  • terms and conditions of usage of insider information
  • responsibility for unlawful usage of insider information

The current version of regulations was adopted by the Board of Directors on April 4, 2013 (Minutes №PT-0102/14 from April 4, 2013).

Policy for Interaction with Indigenous Minority Peoples of the North, Siberia and the Far East