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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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 |
