Corporate Governance / Fundamental Principles

General Meeting of Shareholders — the highest management body whose jurisdiction covers the most essential issues related to the Company’s business.

Board of Directors — a management body which exercises general management of the Company’s business and is responsible for strategic management to increase the Company’s shareholder value. The Board of Directors monitors and ensures the efficient working of the Company’s executive bodies.

Management Board — a collaborative executive body exercising management of the Company’s day-to-day business.

Chief Executive Officer — the sole executive performing the functions of the Company’s Chairman of the Management Board.

Audit Committee — a supervisory body controlling the Company’s financial and business activities, elected by the general meeting of shareholders. The Audit Committee’s jurisdiction includes inspecting and analyzing the Company’s financial position, maintaining internal control and risk management systems and monitoring the legality of business operations.

External auditor — a supervisory body conducting the annual audit of financial statements in accordance with the Russian Accounting Standards (RAS) and the International Financial Reporting Standards (IFRS), approved by the general meeting of shareholders at the recommendation of the Company’s Board of Directors.

The corporate governance system of OJSC Gazprom Neft is based on the principles of maintaining and augmenting its assets, increasing market value, sustaining the financial stability and profitability of the Company, and respecting the rights and interests of shareholders and other stakeholders. Managing a complex, multi-leveled, vertically integrated oil company engaged in geologic exploration, production, refining and foreign and domestic marketing requires a professional team of managers and a highly effective corporate governance and control system.

OJSC Gazprom Neft has developed a clear and coherent organizational structure which allows streamlined interaction to take place between management bodies and and which defines clearly delineated responsibilities regarding control and management. The ultimate objective of this approach is to achieve progressive long-term growth in the Company’s shareholder value.

Alongside protecting the Company’s interests in commercially-sensitive and other confidential information, OJSC Gazprom Neft’s corporate governance system plays an important role in the Company’s commitment to open and transparent financial disclosure.

OJSC Gazprom Neft’s main information distribution channel, accessible to most stakeholders, is the Company’s official Web site (http://www.gazprom-neft.com/) and its specialized IR section (http://ir.gazprom-neft.com/).

Here the Company publishes its latest news, financial and performance indicators, statements and other useful information about the Company’s business, as well as documents governing the activities of OJSC Gazprom Neft’s management and committees, such as: the Articles of Incorporation, the Regulations of the General Meeting of Shareholders, the Regulations of the Board of Directors, the Regulations of the Management Board, the Regulations of the Chief Executive Officer and the Regulations of the Audit Committee

Adhering to the principle of equal access to information for all stakeholders, OJSC Gazprom Neft publishes information on the official Web site in both Russian and English.


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