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Corporate Governance / Board of Directors
The Board of Directors exercises general management of the Company’s business. The jurisdiction of the Board of Directors includes areas related to the strategic management of the Company’s business. Among the obligations of the Board of Directors is the determination of the Company’s development priorities within its main operational guidelines. In view of the strategic importance of the goals set by the Board of Directors, its members must gain the support of the Company’s shareholders and ensure that they fulfill their roles effectively.

In accordance with the OJSC Gazprom Neft Articles of Incorporation adopted by the extraordinary general meeting of shareholders on December 19, 2012, the Board of Directors shall be composed of 11 people. The majority of members of the OJSC Gazprom Neft Board of Directors are elected, as recommended by the controlling shareholder OJSC Gazprom.

The Company’s Board of Directors is comprised of members of the OJSC Gazprom Management Committee, who represent the interests of the controlling shareholder and are experts in managing oil and gas company assets. The high level of participation of key executives of the parent company in the OJSC Gazprom Neft Board of Directors reflects the high competency and effectiveness of this management body.

Given the equity capital structure of OJSC Gazprom Neft, 95.68% of which belong to OJSC Gazprom, participation by members of the supreme executive management body of the controlling shareholder on the Company’s Board of Directors is fully allowable.

The OJSC Gazprom Neft Board of Directors is largely independent of the Company’s management: the only executive director on the Board of Directors is the Chairman of the OJSC Gazprom Neft Management Board, A. V. Dyukov.

OJSC Gazprom Neft elects its members to the Board of Directors in a transparent manner:

  • The Company allows its shareholders to nominate candidates to the Board of Directors during a two-month period (legislation provides for one month);
  • The Company discloses information about the current composition of the Board of Directors and candidates for the Board of Directors well in advance;
  • The Company regularly engages with the depositary bank issuing depositary receipts;
  • The Company uses and explains the cumulative voting procedure when electing members to the Board of Directors;
  • The Company announces the results of voting on items by stating the quorum and the members who voted for each voting option;
  • The Company publishes Minutes of general meetings of shareholders on a public resource – its official Web site.

As of December 31, 2012, the Company’s Board of Directors was elected by the extraordinary general meeting of shareholders on December 25, 2012 (Minutes No. 0101/04 dated December 28, 2012).

Except for A. V. Dyukov, members of the Board of Directors and its Chairman did not hold shares in the Company during the reporting year. During the reporting year, members of the Board of Directors did not conduct transactions to acquire or dispose of Company shares.

No lawsuits were filed against members of the Board of Directors in 2012.

Board of Directors as of December 31, 2012

Member of the Audit Committee Member of the HR and Compensation Committee

ALEXEI BORISOVICH MILLER
Alexei Borisovich Miller

CHAIRMAN OF THE BOARD OF DIRECTORS

Born in 1962, graduated from the N. A. Voznesensky Institute of Finance and Economics in Leningrad.

2001 – present, Chairman of the OJSC Gazprom Management Committee.
2002 – present, Deputy Chairman of the OJSC Gazprom Board of Directors.

Ph.D. in Economics.

VALERY ALEKSANDROVICH GOLUBEV
Valery Aleksandrovich Golubev

Born in 1952, graduated from the V. I. Ulianov (Lenin) Electro-technical Institute in Leningrad, the National Academy of Economics under the Russian Federation Government.

2006 – present, Deputy Chairman of the OJSC Gazprom Management Committee.

Ph.D. in Economics.

ELENA VLADIMIROVNA MIKHAILOVA
Elena Vladimirovna Mikhailova

Born in 1977, graduated from the Moscow State Industrial University with a degree in jurisprudence, and earned a Master of Business Administration degree at the National Academy of Economics under the Russian Federation Government.

2003–2011, Deputy Chief Executive Officer for Corporate and Property Relations, LLC Gazprom Mezhregiongaz.
2011–2012, Director of the Department of Property Management and Corporate Relations, OJSC Gazprom.

2012 – present, member of the Management Committee, Director of the Department of Property Management and Corporate Relations, OJSC Gazprom.

ALEXANDER VALERIEVICH DYUKOV
Alexander Valerievich Dyukov

Born in 1967, graduated from the Order of Lenin Shipbuilding Institute in Leningrad. In 2001, received an IMISP MBA degree.

2006 – present, Chairman of the OJSC SIBUR Holding Board of Directors.
2006–2007, President of Gazprom Neft. December 2007 – present, Chairman of the Management Board, Chief Executive Officer of OJSC Gazprom Neft.

ALEXANDER LEONIDOVICH MIKHEEV
Alexander Leonidovich Mikheev

Born in 1944, graduated from the Gas and Oil Field Department of the I. M. Gubkin Institute of Petrochemical and Gas Industry in Moscow.

Since 2003, First Deputy Director of the Department of Marketing and Gas and Liquid Hydrocarbon Processing, OJSC Gazprom.

ANDREI VYACHESLAVOVICH KRUGLOV
Andrei Vyacheslavovich Kruglov

Born in 1969, graduated from the Saint-Petersburg Technological Institute of the Refrigeration Industry.

2004 – present, Deputy Chairman of the Management Committee, Director of the Finance and Economic Department, OJSC Gazprom.

Doctor of Economics.

KIRILL GENNADIEVICH SELEZNEV
Kirill Gennadievich Seleznev

Born in 1974, graduated from the D. F. Ustinov Baltic State Technical University, Saint-Petersburg State University.

2002 – present, Director of the Department of Marketing and Gas and Liquid Hydrocarbon Processing. 2003 – present, member of the OJSC Gazprom Management Committee.
2004 – present, Chief Executive Officer of LLC Gazprom Mezhregiongaz.

Ph.D. in Economics.

NIKOLAY NIKOLAEVICH DUBIK
Nikolay Nikolaevich Dubik

Born in 1971, graduated from the M. V. Lomonsov Moscow State University.

2005–2008, Deputy Director of the Legal Department, OJSC Gazprom.
2008, First Deputy Director of the Legal Department, OJSC Gazprom.
2008 – present, Director of the Legal Department, OJSC Gazprom, member of the OJSC Gazprom Management Committee.

Honored Lawyer of the Russian Federation.

VSEVOLOD VLADIMIROVICH CHEREPANOV
Vsevolod Vladimirovich Cherepanov

Born in 1944, graduated from the M.V. Lomonosov Moscow State University.

2008–2010, Deputy Chief Executive Officer – Chief Geological Engineer, LLC Gazprom Dobycha Nadym. 2010 – present, member of the OJSC Gazprom Management Committee, Director of the Department of Gas, Gas Condensate and Oil Production, OJSC Gazprom.

Ph.D. in Geological and Mineralogical Sciences.

VLADIMIR IVANOVICH ALISOV
Vladimir Ivanovich Alisov

Born in 1960, graduated from the A. A. Zhdanov Law Department of the Leningrad State University.

2007–2008, Deputy Director of the Legal Department, OJSC Gazprom.
2008 – present, First Deputy Director of the Legal Department, OJSC Gazprom.

Member of the Russian Bar Association, Member of the Corporate Governance Expert Council under the Federal Financial Markets Service of Russia. In 2010, named Honored Lawyer of the Russian Federation by Decree of the RF President.

VALERY PAVLOVICH SERDYUKOV
Valery Pavlovich Serdyukov

Born in 1945, graduated from the G. V. Plekhanov Mining Institute in Leningrad.

1999–2012, Leningrad Oblast Governor. Honored with government and industry awards.

Ph.D. in Economics.

INFORMATION ABOUT CHANGES IN THE COMPOSITION OF THE COMPANY’S BOARD OF DIRECTORS DURING THE REPORTING YEAR

The following changes have taken place in the composition of the Board of Directors since the beginning of 2012:

  • Olga Petrovna Pavlova – stepped down from the Board of Directors as of June 8, 2012 (by resolution of the annual general meeting of shareholders, Minutes No. 0101/2 dated June 14, 2012).
  • Elena Vladimirovna Mikhailova – admitted to the Board of Directors as of June 8, 2012 (by resolution of the annual general meeting of shareholders, Minutes No 0101/2 dated June 14, 2012).
  • Valery Pavlovich Serdyukov – admitted to the Board of Directors as of December 25, 2012 (by resolution of the extraordinary general meeting of shareholders, Minutes No 0101/4 dated December 28, 2012).

There were no other changes in the composition of the Company’s Board of Directors in 2012. At the re-election of the OJSC Gazprom Neft Board of Directors, the other members of the Company’s Board of Directors were re-elected.

Activities of the OJSC Gazprom Neft Board of Directors in 2012

In 2012, members of the Board of Directors worked together more intensively. Compared with 2011, the number of meetings held by the Board of Directors increased by 80% and the number of meetings held in person almost doubled.

Compared with the previous year, there was also an increase in the number of agenda items considered at the meetings of the Company’s Board of Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Source: Company data

MAIN TOPICS CONSIDERED AT THE MEETINGS OF THE BOARD OF DIRECTORS IN 2012

Strategic and investment planning:

  • the on-going implementation of the OJSC Gazprom Neft Development Strategy to 2020 and the updating of OJSC Gazprom Neft strategic objectives to 2020;
  • strategic performance of Gazprom Neft Group for 2013;
  • introduction of changes to the OJSC Gazprom Neft Investment Program for 2011;
  • the progress and efficiency in implementing the OJSC Gazprom Neft Investment Program for 2012 based on the Company’s performance results for the first half of 2012;
  • preliminary results of implementing the OJSC Gazprom Neft Investment Program for 2012;
  • approval of the OJSC Gazprom Neft Investment Program for 2013;
  • the forecasted investment plan for 2014-2015;
  • consideration of the report on the Internal Audit Department performance, OJSC Gazprom Neft.

Budget planning and financing of the Company’s business:

  • introduction of changes to OJSC Gazprom Neft’s Budget for 2011 and 2012;
  • approval of the OJSC Gazprom Neft Budget for 2013;
  • approval of the OJSC Gazprom Neft Cost Optimization Program for 2013;
  • consideration of the estimates for OJSC Gazprom Neft’s Budget and Cost Optimization Program for 2014-2015;
  • approval of a number of transactions to raise loan financing;
  • approval of the transaction for providing security under the obligations of participants in Gazprom Neft Group.

Corporate governance:

  • approval of the Regulations of OJSC Gazprom Neft Insider Information;
  • adoption of a number of resolutions regarding corporate matters including resolutions on convening extraordinary OSJC Gazprom Neft general meetings of shareholders to amend and add to the OJSC Gazprom Neft Articles of Incorporation;
  • recommendations to compensate members of the Board of Directors and the Audit Committee based on the results from 2011.

Miscellaneous:

  • approval of a number of related party transactions;
  • consideration of the participation of members of the OJSC Gazprom Neft Management Board in the management bodies of other organizations;
  • adoption of resolutions on the Company’s participation or termination of the Company’s participation in other organizations, as part of implementing the corporate restructuring program;
  • approval of sports club sponsorships in areas where OJSC Gazprom Neft operates – FC Zenit and HC SKA, during the sporting seasons.
Member of the Board of Directors Number of meetings attended Total number of meetings which could be attended
Alexei Borisovich Miller Chairman of the Board of Directors 63 63
Valery Aleksandrovich Golubev 63 63
Andrei Vyacheslavovich Kruglov 61 63
Nikolay Nikolaevich Dubik 62 63
Kirill Gennadievich Seleznev 62 63
Alexander Valerievich Dyukov 62 63
Alexander Leonidovich Mikheev 63 63
Vladimir Ivanovich Alisov 62 63
Vsevolod Vladimirovich Cherepanov 61 63
Olga Petrovna Pavlova Member of the Board of Directors prior to June 8, 2012 25 29
Elena Vladimirovna Mikhailova Member of the Board of Directors as of June 8, 2012 33 33
Valery Pavlovich Serdyukov Member of the Board of Directors as of December 25, 2012 2 3

AGENDA ITEMS OF THE BOARD OF DIRECTORS

Source: Company data

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